Terms of Service - Document360

1. Definitions ¶

Capitalised terms used in this Agreement have the meanings set out in the Glossary. We recommend reviewing these definitions to ensure a full understanding of your rights and obligations.

2. Provision of Services ¶

2.1 Scope of Services and Access Rights ¶

The Service Provider shall provide the Services to the Customer in accordance with this Agreement. Subject to the terms of this Agreement, the Services may be accessed and used by the Customer’s Affiliates and Service Users. The Customer shall remain fully responsible and liable for all acts and omissions of its Affiliates and Service Users. Documentation is provided for descriptive and informational purposes only. Unless expressly stated otherwise in this Agreement or the applicable Order Form, Documentation does not form part of this Agreement and shall not create any binding obligations on the Service Provider, except to the extent it expressly describes the functionality of the Services purchased by the Customer.

2.2 Service Term ¶

The term of the Services shall be as set out in the Order Form. Unless otherwise specified in the Order Form, the Services shall automatically renew for successive periods equal to the initial service term, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

2.3 Third-Party Integrations and Services ¶

The Services may interoperate with or enable access to third-party web services, software, integrations, plugins, or applications selected, enabled, or used by the Customer in connection with the Services. Such third-party services are subject to the applicable third party’s own terms and conditions, and the Service Provider shall not be responsible or liable for any issues, failures, losses, or damages arising from or relating to such third-party services.

The Service Provider may also use third-party infrastructure, hosting providers, software, and service providers in connection with the provision of the Services. The Customer acknowledges that the availability and performance of the Services may depend on such third-party providers. The Service Provider shall remain responsible for the provision of the Services in accordance with this Agreement, but shall not be liable for any unavailability, delay, failure, or other issue caused by a third-party provider to the extent outside the Service Provider’s reasonable control. The Service Provider does not guarantee the continued availability of any specific third-party integration and may modify, suspend, or discontinue any integration where the relevant third-party provider changes its systems, APIs, terms, or technical requirements, or where continued support is no longer commercially reasonable. The Service Provider shall not be liable for any loss of functionality, data, or performance resulting from changes made by third-party providers. Any discontinuation, suspension or modification of an integration shall remain subject to any data portability, interoperability or switching obligations imposed by applicable law.

2.4 Affiliates ¶

The Service Provider may use its Affiliates to provide, support, maintain, secure, and improve the Services, provided that the Service Provider remains responsible for their compliance with this Agreement.

2.5 Monitoring and Use of Services ¶

To the extent permitted by applicable law, the Service Provider may, but is under no obligation to, monitor the Customer’s use of the Services where reasonably necessary to:

2.5.1 comply with applicable law or a governmental request, court order, or regulatory requirement;
2.5.2 verify the Customer’s compliance with this Agreement;
2.5.3 protect the integrity, security, availability or performance of the Services or any related system or networks;
2.5.4 provide, operate, maintain, support, improve or troubleshoot the Services; or
2.5.5 as otherwise approved or requested by the Customer.

2.6 Service Modifications ¶

The Service Provider may, from time to time, modify, enhance, update, or discontinue any aspect of the Services, including introducing new features or functionality, provided that such changes do not materially reduce the core functionality of the Services during the applicable service term. The Service Provider may also update or modify this Agreement from time to time to reflect changes to the Services, applicable law, or business practices. Any such updates shall be made available on the Service Provider’s website or otherwise notified to the Customer and shall apply prospectively from the date of publication or notification. Continued access to or use of the Services after such date shall constitute acceptance of the updated version of this Agreement.

2.7 Usage and Service Performance ¶

2.7.1 The Customer shall use the Services in a manner that does not materially interfere with or adversely affect the performance, availability, or security of the Services for other users.
2.7.2 The Customer shall comply with any reasonable usage limits, fair usage requirements, or other operational policies applicable to the Services.
2.7.3 Where the Service Provider reasonably determines that the Customer’s use of the Services is excessive, abnormal, inconsistent with reasonable usage patterns, or is adversely impacting the Services or other users, the Service Provider may take reasonable measures to address such impact, including applying temporary restrictions, managing usage or requiring the Customer to move to a more appropriate service tier or usage level.
2.7.4 For the purposes of this clause, the Service Provider may determine excessive or abnormal usage by reference to the Customer’s purchased service tier, storage levels, API calls, user volumes, documented fair usage policies, historical usage patterns, or other reasonable technical criteria.

2.8 Beta, Preview and Trial features ¶

The Service Provider may make available beta, preview, early access, trial, evaluation, experimental, or similar pre-release features, functionality, products, or services from time to time (“Pre-Release Features”).

Pre-Release Features may be subject to additional terms, may not be fully functional, may contain errors or bugs, and may be modified, suspended, or discontinued at any time without liability.

2.9 Support ¶

The Service Provider shall provide standard support for the Services as part of the Services. The Service Provider may offer enhanced or premium support services as an add-on, subject to additional fees and as specified in the applicable Order Form. All support is provided in accordance with the Service Provider’s then-current support policies, as may be updated from time to time.

2.10 Service Delivery Locations ¶

The Customer acknowledges and agrees that the Services may be provided, supported, maintained, administered, and accessed by the Service Provider, its Affiliates, and subcontractors from various locations, and that Customer Content and related data may be processed in connection with such activities, subject to applicable Data Protection Laws.

3. Customer Responsibilities ¶

3.1 Use of Services ¶

The Customer shall:

3.1.1 use the Services (including any Customer Content transmitted through the Services) in accordance with this Agreement, the Documentation, and all applicable laws and regulations;
3.1.2 reasonably cooperate with the Service Provider in connection with the provision of the Services and provide such information and documentation as the Service Provider may reasonably request for the purposes of:
1. providing the Services;
2. verifying the Customer’s compliance with this Agreement; or
3. supporting the Customer’s use of the Services;
3.1.3 maintain all necessary rights, licences, consents, and permissions required for its use of the Services, including in relation to any Customer Content;
3.1.4 comply with any applicable directions or orders issued by a governmental or regulatory authority in relation to its use of the Services or Customer Content;
3.1.5 be responsible for all access to and use of the Services through its accounts, including by its Affiliates and Service Users; and
3.1.6 not access or use the Services in violation of any applicable export control, trade sanctions, import, or other similar laws or regulations.

3.2 Restrictions ¶

In connection with its access to and use of the Services, the Customer shall not, and shall not permit any Affiliate or Service User to:

3.2.1 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or ideas of the Services, except to the extent expressly permitted by applicable law;
3.2.2 upload, transmit, or otherwise make available any content or data that is unlawful or that infringes, misappropriates, or otherwise violates any intellectual property or other rights of any third party;
3.2.3 circumvent, disable, or otherwise interfere with any technical safeguards, usage limits, or security-related features of the Services, or take any action that could reasonably be expected to compromise the integrity, security, or availability of the Services or any related systems;
3.2.4 access or use the Services to develop, offer, or support a product or service that is competitive with, or substantially similar to, the Services, or to perform benchmarking or competitive analysis without the Service Provider’s prior written consent;
3.2.5 use the Services in a manner that violates any reasonable usage restrictions, technical limitations, or policies applicable to the Services, including any fair usage requirements or security measures implemented by the Service Provider; or
3.2.6 use the Services in a manner that violates any applicable third-party policies or terms relating to infrastructure or hosting services used to provide the Services.

3.3 Customer Content ¶

3.3.1 The Customer is solely responsible for all Customer Content.
3.3.2 The Customer grants the Service Provider, and its Affiliates and subcontractors, a limited, non-exclusive, worldwide, royalty-free right, for the term of this Agreement, to host, store, transmit, use, reproduce, format, display, and otherwise process Customer Content solely to the extent necessary to provide, operate, maintain, secure, improve and support the Services in accordance with this Agreement and applicable law.
3.3.3 The Customer represents and warrants that it has all necessary rights, licences, and permissions to provide Customer Content and to permit its processing in accordance with this Agreement.
3.3.4 The Customer acknowledges that the Service Provider processes Customer Content in a technical and administrative capacity and does not exercise editorial control over such content.
3.3.5 The Service Provider does not review or control Customer Content and shall not be responsible or liable for any Customer Content.

3.4 Pass-On Terms ¶

Unless otherwise prohibited in the Order Form or by Service Provider in writing, the Customer may provide access to the Services to its Service Users and its Affiliates, provided that:

3.4.1 as between the Service Provider and the Customer, any access to or use of the Services by the Customer’s Affiliates or Service Users, and any acts or omissions of such Affiliates or Service Users, shall be deemed to be the Customer’s access to or use of the Services and the Customer’s acts or omissions;
3.4.2 the Customer acknowledges and agrees that it is solely responsible for ensuring that each Affiliate and Service User uses the Services pursuant to terms and conditions that are substantially similar to, and no less protective of the Service Provider than, those set out in this Agreement;
3.4.3 no Affiliate or Service User shall be a third-party beneficiary of this Agreement;
3.4.4 the Customer shall ensure that all Affiliates and Service Users comply with any applicable third-party policies or terms relating to the use of the Services;
3.4.5 the Customer shall not, and shall ensure that no Affiliate or Service User shall, use the Service Provider’s or any Service Provider Affiliate’s trademarks, trade names, or branding, or make any representations with respect to the Services that are inconsistent with the express representations made by the Service Provider under this Agreement;
3.4.6 the Customer shall be solely responsible for providing support to, and for all communications with, its Affiliates and Service Users; and
3.4.7 the Customer shall remain fully liable to the Service Provider for any access to or use of the Services by its Affiliates and Service Users.

3.5 Customer Environment ¶

The Customer is solely responsible for its systems, devices, networks, internet connectivity, browser settings, internal security settings, and any configurations or integrations implemented by or on behalf of the Customer in connection with the Services.

The Service Provider is not responsible for any delays, delivery failures, or other loss or damage resulting from the Customer’s internet connectivity, communications networks, or other systems outside the Service Provider’s reasonable control. The Customer acknowledges that the Services may be subject to limitations, delays, and other issues inherent in the use of internet and electronic communications.

3.6 Access and Security ¶

The Customer shall maintain reasonable administrative, technical, and organisational measures to protect access to the Services, including safeguarding any user credentials, passwords, SSO credentials, access tokens, or similar access mechanisms used to access the Services (“Credentials”) against unauthorised disclosure or use. The Customer shall use multi-factor authentication, single sign-on controls, password policies and other available account security measures where supported by the Services and appropriate for the Customer’s environment. The Customer shall promptly, and in any event no later than twenty-four (24) hours after becoming aware, notify the Service Provider of any actual or suspected unauthorised access to or use of the Services or Credentials.

In the event of any compromise of Credentials, the Customer shall take all reasonably necessary remedial actions, including promptly revoking compromised Credentials, issuing new secure Credentials, and implementing appropriate measures to prevent further unauthorised access to the Services. The Customer shall ensure that access to the Services is limited to authorised Affiliates and Service Users and shall not permit shared or unauthorised use of user accounts. The Service Provider shall not be liable for any unauthorised access to the Services arising from the compromise of the Customer’s systems, Credentials, third-party identity providers, SSO configurations, or other systems outside the Service Provider’s reasonable control.

3.7 Regulated Data ¶

Unless expressly agreed in writing, including pursuant to a Business Associate Agreement or similar addendum, the Customer shall, and shall ensure that its Affiliates and Service Users do not, use the Services to store, process or transmit any Health Data or other regulated data that is subject to specific legal or regulatory requirements, including under HIPAA or similar laws.

The Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws and regulatory requirements, including configuring the Services appropriately for such use.

3.8 Acceptable Use ¶

The Customer shall not, and shall ensure that its Affiliates and Service Users do not, use the Services in a manner that is unlawful, abusive, fraudulent or that interferes with the normal operation of the Services.

Without limiting the foregoing, the Customer shall not, and shall ensure that its Affiliates and Service Users do not, use the Services to store, process, transmit, distribute, or make available any content, data, or material that:

3.8.1 is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, hateful, or offensive;
3.8.2 promotes violence, terrorism, suicide, self-harm, or illegal activity;
3.8.3 is fraudulent, misleading, deceptive, or intended to facilitate scams, phishing, or other unlawful conduct;
3.8.4 violates any applicable law or regulation or any privacy, publicity, confidentiality, or other rights of any third party;
3.8.5 contains malware, viruses, malicious code, ransomware, spyware, or other harmful or disruptive code;
3.8.6 is pornographic, sexually explicit, exploitative, or otherwise unsuitable for minors; or
3.8.7 otherwise creates a risk of harm, liability, or reputational damage to the Service Provider, the Services, or any third party.

The Service Provider may remove, disable, restrict, or suspend access to any content or use of the Services that it reasonably believes violates this clause, without liability and without prejudice to any other rights or remedies available to it. The Service Provider may also cooperate with law enforcement authorities, regulators, or courts in relation to any unlawful use of the Services.

4. Fees and Taxes ¶

4.1 Fees ¶

4.1.1 The Customer shall pay the fees specified in the Order Form (the “Fees”). Unless expressly agreed otherwise in the Order Form, all Fees shall be invoiced annually in advance and are non-cancellable, non-refundable, and not subject to set-off.
If the Order Form includes user-based, usage-based, storage based, or similar limits and the Customer exceeds such limits, the Service Provider may invoice the Customer for such excess usage at the rates specified in the Order Form or, if no such rates are specified, at the Service Provider’s then-current standard rates. Alternatively, the Service Provider may require the Customer to upgrade to the next applicable service tier. Any such additional Fees may be charged on a pro-rata basis for the remainder of the applicable service term. Any renewal may reflect the Customer’s adjusted level of usage, users, storage or service tier, as applicable. In addition, unless otherwise agreed in the applicable Order Form, the Service Provider may increase the Fees applicable to any renewal term by CPI Inflation plus three percent (3%).
4.1.2 If the Customer receives discounted pricing, credits, free periods, waived fees, or other commercial concessions based on a multi-year commitment, minimum subscription term, minimum purchase volume, or similar commercial commitment, such pricing and concessions are conditional upon the Customer maintaining the applicable Services for the full agreed term. If:
1. the Customer terminates this Agreement or any affected Services without cause before the end of the applicable committed term;
2. the Service Provider terminates this Agreement or any affected Services due to the Customer’s breach, non-payment, insolvency, or other event giving rise to a termination right under this Agreement;
3. the Customer reduces the scope of the Services, number of users, storage, usage tier, products, modules, or other committed minimums before the end of the applicable committed term; or
4. the Customer does not continue to purchase the applicable Services, usage levels, users, storage, products, modules, or other commitments for the full committed term or otherwise fails to satisfy the commitment on which the relevant pricing or concession was based,
then the Service Provider may:
1. immediately invoice the Customer for any unpaid Fees that would have become payable during the remainder of the applicable committed term;
2. invoice the Customer for the difference between: (A) the discounted Fees, credits, waived fees, or other concessions actually provided to the Customer; and (B) the Fees that would have applied had the Services been purchased for the actual period used, scope consumed, or commitment level maintained at the Service Provider’s standard rates in effect as of the Effective Date;
3. cancel any future discounts, credits, waived fees, or other concessions that would otherwise have applied; and/or
4. charge a reasonable administrative fee (not to exceed 10% of the recalculated Fee difference) for the recalculation and processing of the revised Fees.
For the avoidance of doubt, any Fees prepaid by the Customer shall remain non-refundable. The rights and remedies set out in this clause are in addition to, and not in substitution for, any other rights or remedies available to the Service Provider under this Agreement or applicable law. This clause shall survive any expiration or termination of this Agreement.

4.2 Payment ¶

Invoices for Fees shall be payable within thirty (30) days of the invoice date, unless otherwise specified in the Order Form. Payments shall be made in the currency specified in the Order Form.

The Service Provider may issue a pro forma invoice prior to issuing a formal invoice or commencing the applicable Services. Unless otherwise stated in the Order Form, payment of a pro forma invoice shall be due in accordance with the payment terms set out in this Agreement.

The Customer shall be responsible for all costs associated with making payment, including bank charges and currency conversion fees.

4.3 Late Payment ¶

If any undisputed amount due under this Agreement is not received by the applicable due date, the Service Provider may, without prejudice to its other rights and remedies:

4.3.1 charge interest on the overdue amount at a rate not exceeding the maximum permitted under applicable law;
4.3.2 suspend the Services upon reasonable prior notice;
4.3.3 require the Customer to provide a security deposit or other form of collateral as a condition of continued access to the Services; and/or
4.3.4 recover any reasonable costs and expenses incurred in collecting overdue amounts, including legal fees, collection agency fees and administrative costs.

4.4 Taxes ¶

4.4.1 All Fees are exclusive of any taxes, levies, duties, or similar governmental charges, including value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or similar indirect taxes (collectively, “Taxes”). The Customer shall be responsible for all applicable Taxes associated with the purchase and use of the Services, excluding taxes based on the Service Provider’s net income.
4.4.2 Where required by applicable law, the Service Provider may invoice and collect Taxes from the Customer. The Customer shall pay such Taxes unless it provides a valid Tax exemption certificate prior to the applicable invoice date.
4.4.3 The Customer shall provide accurate and complete tax registration information (including VAT, GST, or similar identification numbers) and shall promptly update such information as necessary. The Service Provider may rely on such information to determine the applicable tax treatment and place of supply.
4.4.4 If the Customer is required by applicable law to deduct or withhold any taxes from payments due to the Service Provider, the Customer shall:
1. make such deduction or withholding as required by law;
2. remit the deducted amount to the relevant tax authority;
3. promptly provide the Service Provider with a withholding tax certificate (where applicable) or other official document reasonably satisfactory to the Service Provider evidencing the deduction or withholding and payment of the relevant amount to the applicable tax authority; and
4. on demand, pay such additional amounts as are necessary to ensure that the Service Provider receives the full amount it would have received had no such deduction or withholding been required.

5. Suspension of Services ¶

5.1 Service Provider’s Right to Suspend ¶

The Service Provider may suspend use of any or all of the Services, without liability, for any of the following reasons:

5.1.1 the Customer is in breach of this Agreement, including any failure to comply with usage limits or other restrictions;
5.1.2 the Customer’s access to or use of the Services violates any applicable law, regulation, or governmental order;
5.1.3 the Customer’s use of the Services poses a security risk to, or materially interferes with, the integrity, availability, or performance of the Services or any related systems, networks, or other customers;
5.1.4 any Fees remain unpaid after the applicable due date;
5.1.5 the Service Provider is unable to provide the Services due to the suspension, termination, or unavailability of any third-party services, infrastructure, or authorisations required to provide the Services; or
5.1.6 it is necessary to perform maintenance, updates, or modifications to the Services (whether planned or unplanned), provided that any such suspension is reasonable in scope and duration.

5.2 Notice and Scope of Suspension ¶

Where reasonably practicable, the Service Provider shall provide the Customer with prior notice (email permitted) of any suspension of the Services. The Service Provider shall limit the scope and duration of any suspension to what is reasonably necessary in the circumstances. The Service Provider shall restore access to the Services once it determines, acting reasonably, that the cause of the suspension has been remedied.

The Customer shall be responsible for any reasonable costs and expenses incurred by the Service Provider in restoring the Services where such suspension resulted from the Customer’s breach of this Agreement, including any reasonable reactivation, reinstatement, or administrative costs.

6. Term and Termination ¶

6.1 Termination for Cause ¶

Either Party may terminate this Agreement upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice of such breach.

6.2 Termination by Service Provider ¶

In addition to clause 6.1, the Service Provider may terminate this Agreement or suspend or terminate the Services upon written notice if:

6.2.1 the Customer fails to pay any undisputed amount when due and does not cure such failure within five (5) days of receiving written notice;
6.2.2 the Customer uses the Services in violation of applicable law or for any fraudulent or unlawful purpose;
6.2.3 the Customer fails to remedy the cause of a suspension within ten (10) days after the commencement of such suspension;
6.2.4 the Service Provider is unable to continue providing the Services due to the suspension, termination, or unavailability of any third-party services, infrastructure, or licences required to provide the Services; or
6.2.5 the Customer becomes insolvent, enters into liquidation, administration, receivership, or any analogous insolvency proceeding, or ceases or threatens to cease carrying on business.

6.3 Effect of Termination ¶

Upon the effective date of expiration or termination of this Agreement:

6.3.1 the Customer’s right to access and use the Services shall immediately cease, except where a transitional switching period is required by applicable law (including the EU Data Act), in which case the Service Provider shall provide reasonable assistance during the applicable switching period solely to the extent required by such law, subject to the Customer’s payment of applicable Fees;
6.3.2 the Service Provider shall cease providing the Services;
6.3.3 all outstanding amounts owed by the Customer shall become immediately due and payable, and any prepaid Fees shall remain non-refundable;
6.3.4 during the term of the Agreement and for thirty (30) days following expiration or termination, the Customer may export its Customer Content from the Services, subject to the functionality of the Services and the Service Provider’s then-current processes and policies. Following such period, the Service Provider may delete Customer Content, subject to applicable law and standard backup retention practices. Any migration, transition, export assistance, or other post-termination support requested by the Customer shall be provided solely at the Service Provider’s discretion and shall be subject to the Service Provider’s then-current professional services fees or a separate statement of work, unless otherwise agreed in writing. The Service Provider shall have no obligation to maintain or provide access to Customer Content after the expiry of the applicable export period. Any Customer Content made available for export shall be provided in a commonly used, machine-readable format determined by the Service Provider. The Service Provider does not warrant that any exported Customer Content, metadata or export files will be compatible with the systems, software, formats or technical requirements of any third-party provider. For the avoidance of doubt, portability obligations apply only to Customer Content and do not include any proprietary software, templates, configurations, metadata, analytics, system data, or other intellectual property of the Service Provider;
6.3.5 each Party shall, upon written request, return or securely destroy the other Party’s Confidential Information in its possession, except to the extent retention is required by applicable law or maintained in routine backups; and
6.3.6 any provisions which by their nature are intended to survive termination shall survive, including those relating to fees, intellectual property, confidentiality, limitation of liability, and indemnities.

7. Warranties and Limitations ¶

7.1 Compliance with Laws ¶

Each Party represents and warrants that it shall comply with all applicable laws and regulations in connection with this Agreement, including:

7.1.1 in the case of the Service Provider, laws and regulations applicable to the operation of its business and the provision of the Services; and
7.1.2 in the case of the Customer, laws and regulations applicable to the Customer’s access to and use of the Services, including any Customer Content.

7.2 Limitations ¶

Except as expressly provided in this Agreement, the Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable law, the Service Provider and its subcontractors disclaim all representations, warranties, conditions, and terms, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, or results to be derived from the use of the Services.

7.3 Customer acknowledgement ¶

The Customer acknowledges and agrees that:

7.3.1 the Services have not been developed or customised to meet the Customer’s or any third party’s individual requirements;
7.3.2 the Services may be subject to limitations, delays, and other issues inherent in the use of cloud-based or internet-based systems, including reliance on third-party infrastructure and services;
7.3.3 while the Service Provider will use commercially reasonable efforts to maintain the availability and security of the Services, the Services may be subject to interruptions, delays, errors, or other issues from time to time;
7.3.4 the availability and performance of the Services may depend on third-party infrastructure and service providers; and
7.3.5 the Customer has not relied on the availability of any future functionality, product roadmap, or any public statements, marketing materials, or representations not expressly set out in this Agreement.

8. Third Party Claims ¶

8.1 Claims Brought Against Customer ¶

8.1.1 The Service Provider shall defend the Customer against any third-party claim alleging that the Customer’s use of the Services as permitted under this Agreement infringes any third party’s intellectual property rights (including patents, copyrights, or trade secrets), and shall indemnify the Customer against any damages finally awarded against the Customer by a court of competent jurisdiction or agreed in settlement by the Service Provider in connection with such claim.
8.1.2 The Service Provider’s obligations under this clause shall not apply to the extent that a claim arises from:
1. the Customer’s use of the Services in breach of this Agreement;
2. any modification of the Services not made or authorised by the Service Provider;
3. the combination of the Services with any products, services, or materials not provided or approved by the Service Provider, where such claim would not have arisen but for such combination;
4. the Service Provider’s compliance with any specifications, instructions, or requirements provided by or on behalf of the Customer;
5. any Services provided free of charge; or
6. any Output generated by AI Components.
8.1.3 If the Services become, or in the Service Provider’s reasonable opinion are likely to become, the subject of a claim under this clause, the Service Provider may, at its option and expense:
1. procure for the Customer the right to continue using the affected Services;
2. replace or modify the affected Services so that they become non-infringing without materially reducing functionality; or
3. if neither 8.1.3(a) nor 8.1.3(b) is reasonably available, terminate the affected Services and refund any prepaid Fees for the unused portion of the applicable service term.

8.2 Third Party Claim Procedure ¶

The obligations in this clause are subject to the Customer:

8.2.1 promptly notifying the Service Provider in writing of any claim, provided that any delay shall not relieve the Service Provider of its obligations except to the extent it is materially prejudiced;
8.2.2 granting the Service Provider sole control of the defence and settlement of the claim, including the selection of counsel;
8.2.3 providing reasonable cooperation in the defence of the claim, at the Service Provider’s expense; and
8.2.4 not settling or compromising any claim without the Service Provider’s prior written consent (not to be unreasonably withheld).

8.3 Exclusive Remedy ¶

This clause sets out the Service Provider’s sole and exclusive liability, and the Customer’s sole and exclusive remedy, in respect of any third-party intellectual property infringement claims relating to the Services.

8.4 Indemnification by Customer ¶

The Customer shall defend, at its own expense, indemnify, and hold harmless the Service Provider and its directors, officers, employees, and subcontractors (collectively, the “Service Provider Indemnitees”) from and against any and all third-party claims, demands, actions, investigations, proceedings, damages, fines, penalties, losses, liabilities, costs, and reasonable legal fees arising out of or relating to:

8.4.1 the Customer’s, any Affiliate’s or any Service User’s access to or use of the Services in breach of this Agreement or applicable law;
8.4.2 any Customer Content, Input, or Output, including any allegation that such content infringes, misappropriates, or otherwise violates any intellectual property, privacy, confidentiality or other rights of a third party;
8.4.3 the Customer’s use of the Services in combination with any products, services, or materials not provided or authorised by the Service Provider, where such claim would not have arisen but for such combination; or
8.4.4 any unauthorised access to or use of the Services arising from the Customer’s systems, credentials, or failure to implement reasonable security measures.

9. Limitation of Liability ¶

9.1 Unlimited Liability ¶

Nothing in this Agreement shall exclude or limit either Party’s liability for:

9.1.1 fraud or fraudulent misrepresentation;
9.1.2 death or personal injury caused by its negligence; or
9.1.3 any liability which cannot be excluded or limited under applicable law.

9.2 Liability Cap ¶

Subject to clause 9.1, and to the maximum extent permitted by applicable law, the total aggregate liability of either Party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, shall not exceed the total Fees paid by the Customer to the Service Provider under the Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

For the avoidance of doubt:

9.2.1 this cap applies in the aggregate to all claims arising in any twelve (12) month period;
9.2.2 the Customer’s obligation to pay Fees, Taxes, interest on overdue amounts, and other payment obligations arising in the ordinary course under this Agreement shall not be limited by, or counted towards, the Customer’s liability cap under this Agreement; and
9.2.3 any switching, migration, portability or transition assistance provided by the Service Provider shall be subject to the exclusions, disclaimers and limitations of liability set out in this Agreement.

9.3 Exclusion of Damages ¶

Subject to clause 9.1, and to the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for any:

9.3.1 loss of profits, revenue, business, contracts, anticipated savings, goodwill, or reputation;
9.3.2 loss, corruption, or inaccuracy of data, or loss arising from business interruption; or
9.3.3 indirect, incidental, special, consequential, exemplary, or punitive damages,

in each case arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, even if advised of the possibility of such damages.

9.4 Free Services ¶

The Service Provider shall have no liability whatsoever arising from or relating to any Services provided free of charge, including trial, beta, or evaluation services.

10. Intellectual Property Rights ¶

10.1 Service Provider Ownership ¶

The Service Provider and its Affiliates and licensors retain all right, title, and interest in and to the Services, Documentation, and all related technology, software, designs, processes, methodologies, know-how, and other intellectual property, including any improvements, enhancements, modifications, configurations, customisations or derivative works thereof.

The Service Provider shall also own all rights in any feedback, suggestions, or recommendations provided by the Customer in connection with the Services and may use such feedback without restriction or obligation.

Except for the limited rights expressly granted under this Agreement, no rights are granted to the Customer, and all rights are reserved by the Service Provider, its Affiliates, and its licensors.

10.2 Customer Ownership ¶

As between the Parties, the Customer retains all right, title, and interest in and to the Customer Content. Nothing in this Agreement transfers ownership of Customer Content to the Service Provider.

11. Confidentiality ¶

11.1 Use of Confidential Information ¶

11.1.1 Subject to clause 11.2, the receiving Party (“Recipient”) shall not disclose any Confidential Information of the disclosing Party (“Disclosing Party”) to any third party without the Disclosing Party’s prior written consent. The Recipient shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable standard of care.
11.1.2 The Recipient may disclose Confidential Information only to its employees, directors, contractors, and Affiliates who have a need to know such information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set out in this clause.
11.1.3 The Recipient shall, upon written request, return or securely destroy the Disclosing Party’s Confidential Information, except to the extent retention is required by applicable law or retained in routine backups, in which case such information shall remain subject to the confidentiality obligations set out in this Agreement.

11.2 Exceptions ¶

The obligations in this clause shall not apply to any Confidential Information that the Recipient can demonstrate:

11.2.1 was already lawfully known to the Recipient without restriction prior to disclosure;
11.2.2 is or becomes publicly available through no breach of this Agreement;
11.2.3 is lawfully received from a third party without restriction and without breach of this Agreement; or
11.2.4 was independently developed by the Recipient without access to or use of the Disclosing Party’s Confidential Information.

11.3 Compelled Disclosure ¶

The Recipient may disclose Confidential Information to the extent required by law, regulation, or a valid order of a court, governmental authority or regulatory authority, provided that (to the extent legally permitted) the Recipient:

11.3.1 gives the Disclosing Party prior written notice; and
11.3.2 discloses only that portion of the Confidential Information that is legally required.

11.4 Injunctive Relief ¶

Each Party acknowledges that a breach of this clause may cause irreparable harm for which damages may not be an adequate remedy, and that the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

11.5 Customer Identification ¶

The Service Provider may identify the Customer as a user of the Services, including on its website or in customer listings, and may use the Customer’s name and logo for such limited purposes. Any additional use, including detailed case studies, testimonials or endorsements, shall be subject to the Customer’s prior written consent.

12. Data Protection ¶

12.1 Roles of the Parties ¶

To the extent that the Service Provider processes any Personal Data contained in Customer Content on behalf of the Customer in connection with the Services, the Service Provider shall act as a data processor and the Customer shall act as a data controller, in accordance with applicable Data Protection Laws.

The Service Provider may also process limited Personal Data as an independent controller where necessary for account management, billing, fraud prevention, security, legal compliance, or its ordinary business operations. The Service Provider may share Personal Data with its Affiliates and subcontractors for the purposes of providing, supporting, administering, and improving the Services, provided that the Service Provider remains responsible for their compliance with this Agreement.

12.2 Compliance with Data Protection Laws ¶

Each Party shall comply with applicable Data Protection Laws in connection with its performance under this Agreement.

12.3 Customer Responsibilities ¶

The Customer represents and warrants that it has all necessary rights, licences, and consents to provide the Service Provider with Customer Content containing Personal Data and to permit the processing of such Personal Data in accordance with this Agreement.

The Customer shall be solely responsible for determining whether the Services are appropriate for the storage and processing of any Personal Data and for ensuring that its use of the Services complies with applicable Data Protection Laws.

12.4 Processing of Personal Data ¶

The Service Provider shall process Personal Data to the extent necessary to:

12.4.1 provide, operate, maintain, and support the Services; and
12.4.2 comply with applicable legal, regulatory, or accounting obligations; and
12.4.3 carry out account management, billing, support, fraud prevention, security, service improvement, marketing, business operations, intra-group administration, and other purposes described in the Service Provider’s Privacy Policy, as updated from time to time.

The Service Provider shall implement and maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.

13. Artificial Intelligence Terms ¶

13.1 The Customer acknowledges and agrees that certain features or functionalities of the Services are enabled by or incorporate artificial intelligence (“AI”), machine learning, large language models, or similar technologies (collectively, “AI Components”). AI Components are embedded within the Services and may be used to support features such as search, summarisation, analysis, content generation, or other automated functionality.

13.2 The Customer is solely responsible for any data, content, prompts, text, images, or other materials submitted to the AI Components (“Input”) and for any data, content, text, images, or other materials generated by the AI Components in response to such Input (“Output”).

13.3 The Customer acknowledges and agrees that Output:

13.3.1 may be inaccurate, incomplete, misleading, offensive, or unsuitable for the Customer’s intended purpose; and
13.3.2 does not constitute professional, legal, regulatory, or other advice.

13.4 The Customer shall independently review, verify, and validate all Output before relying on, using, sharing, or acting upon it.

13.5 The Service Provider does not use Customer Content, Input, or Output to train, fine-tune, improve, or develop any artificial intelligence, machine learning, or large language models, whether proprietary to the Service Provider or provided by third parties, except solely as necessary to provide the Services to the Customer or to generate aggregated, anonymised, or de-identified insights, analytics, or service improvements that do not identify the Customer or disclose Customer Content. For the avoidance of doubt, anonymised system-level metadata generated by the Services (e.g., search patterns or feature usage) is the property of the Service Provider.

13.6 The AI Components may rely on artificial intelligence models or services provided by third parties (“Third-Party AI”). The availability, performance, or functionality of AI-enabled features may depend on such Third-Party AI services.

13.7 The Service Provider does not permit Third-Party AI providers to use Customer Content, Input or Output for training or improving their models in connection with the Services. The Service Provider does not guarantee the continued availability of any specific Third-Party AI service.

13.8 AI Components are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Service Provider disclaims all warranties, whether express, implied, statutory, or otherwise, relating to the AI Components, Input, or Output, including any warranties of accuracy, reliability, completeness, non-infringement, fitness for a particular purpose or suitability for the Customer’s intended use.

13.9 Notwithstanding anything contained in this Agreement, the Service Provider shall have no liability arising from or relating to:

13.9.1 any reliance on Output by the Customer or any Service User;
13.9.2 any decisions, actions, or omissions taken based on Output; or
13.9.3 any failure by the Customer to independently review, validate, or verify Output before relying on it.

14. Miscellaneous ¶

14.1 Severability ¶

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remaining provisions of this Agreement.

14.2 No Waiver ¶

A failure or delay by either Party to exercise any right or enforce any provision of this Agreement shall not constitute a waiver of such right or provision.

14.3 Electronic Signatures ¶

Electronic signatures that comply with applicable law shall have the same legal effect as original signatures.

14.4 Notices ¶

All notices under this Agreement shall be in writing and delivered by hand, recognised courier, or email to the contact details specified in the Order Form.

Notices shall be deemed received:

14.4.1 upon delivery, if delivered by hand or courier; or
14.4.2 if sent by email, upon successful transmission, provided that if sent outside business hours, it shall be deemed received on the next business day.

14.5 Assignment ¶

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party (not to be unreasonably withheld), except that the Service Provider may assign this Agreement without consent to:

14.5.1 an Affiliate; or
14.5.2 a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Any assignment in breach of this clause shall be void.

14.6 Subcontracting ¶

The Service Provider may subcontract the performance of the Services to third parties or Affiliates, provided that it remains responsible for the performance of such subcontractors.

14.7 Independent Contractors ¶

The Parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

14.8 No Third-Party Rights ¶

Except as expressly provided in this Agreement, no person who is not a Party to this Agreement, including any Affiliate or Service User, shall have any right to enforce any of its terms.

14.9 Force Majeure ¶

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control.

The affected Party shall use reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.

14.10 Governing Law and Jurisdiction ¶

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

14.11 Entire Agreement ¶

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, negotiations, and understandings, whether written or oral. Each Party acknowledges that it has not relied on any statement, representation, assurance or warranty other than those expressly set out in this Agreement. Except as expressly permitted under clause 2.6, this Agreement may only be amended in writing signed by both Parties. Any additional or conflicting terms in any purchase order or similar document shall have no effect.

Glossary ¶

“Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting rights or the ability to direct the management of the entity.
“AI Components”: means any artificial intelligence, machine learning, large language models, or similar technologies embedded in or used as part of the Services.
“Agreement”: means these Terms and Conditions together with the Order Form and any documents expressly incorporated by reference.
“API”: means Application Programming Interface.
“Confidential Information”: means any information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the terms of this Agreement and any non-public business, technical, financial, security or commercial information, but does not include Customer Content.
“Credentials”: means any usernames, passwords, access keys, tokens, API keys, single sign-on credentials, or other access mechanisms used to access the Services.
“CPI Inflation”: means the percentage increase in the All Items Consumer Prices Index (CPI) published by the UK Office for National Statistics measured over the 12-month period immediately preceding the applicable renewal date.
“Customer”: means the entity identified as the customer in the Order Form.
“Customer Content”: means any data, content, text, images, materials, Input, Output, or information submitted, uploaded, generated or otherwise provided by or on behalf of the Customer in connection with the Services. Customer Content does not include:

the Service Provider’s Confidential Information;

any aggregated, anonymised, or de-identified data generated by the Service Provider in connection with the provision of the Services;

any internal system logs, security telemetry, operational data, system-generated analytics, usage statistics, or diagnostic data generated by the Services; or

any data, information or materials that constitute a trade secret, proprietary information or intellectual property of the Service Provider or its licensors.
“Data Protection Laws”: means all applicable laws and regulations relating to the processing of Personal Data, including (where applicable) the General Data Protection Regulation (EU) 2016/679, the UK GDPR, and any applicable national implementing laws.
“Documentation”: means any Service Provider technical and functional documentation made available to the Customer in connection with the Services.
“Effective Date”: means the effective date of this Agreement as specified in the Order Form.
“EU Data Act”: means Regulation (EU) 2023/2854 as amended, replaced or supplemented from time to time.
“Fees”: means the fees payable by the Customer as set out in the Order Form.
“Health Data”: means any health, medical, patient, biometric, genetic, treatment, insurance, or other information relating to an identified or identifiable individual that is subject to specific healthcare or health privacy laws or regulations, including HIPAA or similar laws.
“HIPAA”: means the U.S. Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
“Input”: means any data, content, text, images, prompts, or other materials submitted by or on behalf of the Customer to any AI Components.
“Output”: means any data, content, text, images, or other materials generated by the AI Components based on Input.
“Order Form”: means the Service Provider’s ordering document, online order flow, subscription form, renewal form, or other written or electronic ordering document issued or approved by the Service Provider that specifies the Services, Fees, and applicable commercial terms.
“Personal Data”: means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws.
“Services”: means the cloud-based knowledge management platform and related services provided by the Service Provider under this Agreement, as described in the Order Form.
“Service User”: means any individual or entity acting by, through or on behalf of the Customer, or otherwise accessing or using the Services through the Customer’s account, systems, credentials, or environment, including employees, contractors, consultants, agents, end users, or other third parties authorised or permitted by the Customer to access or use the Services.
“Service Provider”: means the entity providing the Services under this Agreement, as identified in the Order Form.
“Third-Party AI”: means any artificial intelligence models, tools, technologies, or services provided by a third party and used in connection with the AI Components.