These terms and conditions were last updated on 2^nd January 2026.

Before accessing or using the Protects platform and associated documentation, you should carefully read these terms and conditions.

These terms and conditions (Agreement) apply to to enterprises (business, charities and other entities) who wish to use our services, documentation, software, technology and websites (Services) and any consultancy services we may agree to provide to you (Consultancy Services).

This Agreement is a legal agreement between you (you) and Your Digital CTO Ltd, a private limited company incorporated and registered in England and Wales with company number 15245437 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (Your Digital CTO, us or we).

Your Digital CTO Ltd trades under the names “Your Digital CTO” and “Protects”.

“Protects” means the Protects platform, including any associated software, tools, features, content, documentation, training materials, workflows and services provided under the Protects brand, whether accessed via a website, application programming interface (API), or any other delivery mechanism.

You should also read our Privacy Policy, which explains what personal data we will collect from  you and how we will use. 

By clicking on the “Accept” button, or by otherwise accessing or using our Services, you are agreeing to be legally bound by the terms of this Agreement. If you do not agree to the terms of this Agreement you are not permitted to use our Services.

 You should print a copy of this Agreement for future reference. 

1.              ACCESS TO OUR SERVICES

1.1.         If you want to use our Services you must register for an account with us.  In registering for an account you:

1.1.1.  Are authorised by the organisation which you represent to enter into this Agreement with us;

1.1.2.  Will ensure that all information you provide us us and/or upload to the Services is complete, accurate and appropriate for use, and you confirm that you are allowed to share the information with us.

1.2.         In return for you agreeing to abide by the terms of this Agreement, we grant you and your Authorised Users a non-exclusive, non-transferable right to access and use the Services on the terms of this Agreement. You, any your Authorised Users, may access and use the Services solely for your business use, provided you comply with the restrictions set out at clause 2 below.  Your “Authorised Users” are any of your employees, agents and independent contractors who you authorise to use Services on your behalf.

1.3.     In relation to Authorised Users, you undertake that:

1.3.1.  Where the subscription package which you have purchased sets certain limits or restrictions on how you can use the Services (for example, a maximum number of Authorised Users who you can authorise to use the Services), you will not exceed any such limits;  

1.3.2.  You will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

1.3.3.  each Authorised User shall keep a secure password  for their use of the Services, or login using another secure login method, and any such password shall be changed no less frequently than every 3 months, and each Authorised User shall keep their password or other secure login credentials confidential;

1.3.4.  you will ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and that you will be responsible for any Authorised User’s breach of this Agreement;

1.3.5.  you will maintain a written, up to date list of current Authorised Users and provide this to us within 5 days of us requesting it;

1.3.6.  we or our designated auditor can audit the Services in order to establish the access credentials and user records of each Authorised User and your data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per year (unless a violation of this Agreement is reasonably suspected), at our expense, and this right will be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your your normal conduct of business;

1.3.7.  if any of the audits referred to in clause 1.3.6 reveal that any access credentials and user records have been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you will promptly disable such access credentials and user records and we will not issue any new access credentials and user records to any such individual; and

1.3.8.  if any of the audits referred to in clause 1.3.6 reveal that you  have underpaid subscription fees to us, then without prejudice our other rights, you will pay us an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 days of the date of the relevant audit.

2.              RESTRICTIONS  

2.1.         You will not access, store, publish, distribute, share or transmit any viruses or any data, material or information during the course of your use of the Services that:

2.1.1.             is unlawful, harmful, threatening, defamatory, obscene, infringing, confidential, libellous, harassing, hateful or racially or ethnically offensive;

2.1.2.             facilitates illegal activity;

2.1.3.             depicts sexually explicit images;

2.1.4.             promotes unlawful violence;

2.1.5.             is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.1.6.             is otherwise illegal or might constitute a criminal or civil offence or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.

2.2.         Except as expressly set out in this Agreement or as permitted by any local law, you must:

2.2.1.             not to attempt to or copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;

2.2.2.             not to attempt to de-compile, reverse compile, disassemble, reconstitute, reverse engineer or otherwise reduce to human-perceivable or machine-readable form all or any part of the Services;

2.2.3.             not to access all or any part of the Services in order to build, bootstrap or derive a product or service which competes with the Services;

2.2.4.             not to attempt to obtain, or assist third parties (other than your Authorised Users) in obtaining, access to the Services, other than as provided under this clause 2;

2.2.5.             not to introduce, or permit the introduction of, any virus or vulnerabilities into Your Digital CTO’s network and information systems;

2.2.6.             to supervise and control use of the Services and ensure that the Services is used by your Authorised Representatives in accordance with the terms of this Agreement; and

2.2.7.             to comply with all applicable technology control or export laws and regulations.

2.3.         You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, you shall promptly notify us.

3.              CONSULTANCY SERVICES

3.1.     We may offer to provide Consultancy Services to you from time to time and, where we do this, we will provide you with a written proposal for the Consultancy Services. The Consultancy Services proposal (Proposal) will include details of:            

3.1.1.  the nature and scope of the proposed Consultancy Services;

3.1.2.  any dependencies which apply to the Consultancy Services (for example, details of information we need from you to provide the Consultancy Services, or details of people who we may need to meet and interview in order to provide the Consultancy Services) (Dependencies);

3.1.3.  any deliverables which we will create for you through performing the Consultancy Services (Deliverables);

3.1.4.  estimated timescales for the delivery of the Consultancy Services;

3.1.5.  details of the fees, charges and/or expenses which apply to the Consultancy Services and, where applicable, how these will be calculated.

3.2.     The Proposal is only binding once we each sign it. 

3.3.     We will use our reasonable endeavours to deliver the Consultancy Services in accordance with the Proposal in all material respects.

3.4.     We will use all reasonable endeavours to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time shall not be of the essence for performance of the Consultancy Services.

3.5.     You agree that we can only perform the Consultancy Services if you comply with the Dependencies.

3.6.     We reserve the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services, and we will notify you in any such event.

3.7.     You agree to:

3.7.1.  co-operate reasonably with us in all matters relating to the Consultancy Services; and

3.7.2.  provide us with such information and materials (including any relevant Dependencies) as we may reasonably require in order to supply the Consultancy Services, and ensure that such information is complete and accurate in all material respects.

3.8.     All Intellectual Property Rights in or arising out of or in connection with the Consultancy Services shall be owned by us.

3.9.     Unless otherwise agreed in a Proposal, all Intellectual Property Rights in or arising out of or in connection with the Deliverables (other than Intellectual Property Rights in any Customer Data) shall be owned by us.

3.10. Subject to you paying all fees and charges which you owe us, we grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and use the Deliverables for the purpose of receiving and using the Consultancy Services and the Deliverables in your business.

3.11. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Customer Data (including any information or data listed as a Dependency) for the term of the Agreement for the purpose of providing the Consultancy Services or Deliverables to you.

4.              FEES & PAYMENTS

4.1.     Where you have purchased a subscription from us, you agree to pay the applicable subscription fees at the intervals described during the ordering process.   

4.2.     Where you agree to purchase Consultancy Services from us, you agree to pay the applicable fees (and any charges and/or expenses) as set out in the Consultancy Services proposal.

4.3.     At the time you place your order, you agree to provide us with valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable by us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

4.3.1.  your credit or debit card details to us, you hereby authorises us to bill such credit or debit card:

(i)                on the date you place your order for the subscription fees payable in respect of the Initial Subscription Term;

(ii)               at the intervals described during the ordering process (for example, this might mean monthly payments if this is what you have agreed to pay); and

(iii)             on the payment date or at the intervals described in any Proposal;

(iv)             subject to clause 14.1, on each anniversary of the date you placed your initial order for the subscription fees payable in respect of the next Renewal Period;

4.3.2.  your approved purchase order information to us, we will invoice you:

(i)                on the date you place your order for the subscription fees payable in respect of the Initial Subscription Term; and

(ii)               in advance of the intervals described during the ordering process (for example, this might mean monthly payments, in advance,  if this is what you have agreed to pay); and

(iii)             on the payment date or at the intervals described in any Proposal;

(iv)             subject to clause 14.1, prior to each anniversary of the date you placed your initial order for the Subscription Fees payable in respect of the next Renewal Period,

and you will pay each invoice within 7 days after the date of such invoice.

4.4.     If we are unable to collect any payment you owe us:

4.4.1.  We reserve the right to disable your account and access to all or part of the Services and/or the Consultancy Services while the payment remains unpaid; and/or

4.4.2.  we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time (and at a rate of 4% a year where the base rate is zero). This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

4.5.     All amounts and fees stated or referred to in this Agreement:

4.5.1.  shall be payable in in the currency stated in the subscription information;

4.5.2.  are, subject to clause 14.5, non-cancellable and non-refundable;

4.5.3.  are exclusive of value added tax or any other applicable sales taxes, which shall be added at the appropriate rate.

4.6.     We may increase the subscription fees by giving you 30 days’ notice and any such increase will take effect at the start of the next Renewal Period (as defined in clause 14.1).

5.              CHANGES TO YOUR SUBSCRIPTION

5.1.     As set out below in clause 5.2 and clause 5.3, you can request to upgrade your subscription package or additional services from us and we may grant access to the Services appropriate to such upgraded or extended subscription level, or any additional services, as set out below.

5.2.     If you would like to purchase an upgrade to a higher subscription level or add services to add to your existing subscription package, you can request this through the platform or ask us directly.  We will confirm if the request is approved, or not.  Where we approve your request, we will notify you in writing of the date the upgrade will go live and be accessible to you. 

5.3.     If we approve your request to purchase an upgrade to a higher subscription level and/or additional services, you must pay us any additional fees due for the new subscription level from the date the new subscription level is activated.

5.4.     If you want to downgrade your subscription level, you can do this through the platform and the downgrade will take effect at the end of the current Initial Subscription Period or any Renewal Period (each as defined in clause 14.1), as applicable.

6.              SERVICE AVAILABILITY

6.1.         We may update and make changes to the Services from time to time.

6.2.         We do not guarantee that the Services, or any content available through the Services, will always be available, uninterrupted or error free and accepts no liability in this regard.

6.3.         Will will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week   except for:

6.3.1.  planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and  

6.3.2.  unscheduled maintenance performed outside normal business hours (meaning 9am-5:00pm UK time on a day which is not a weekend or a public holiday in the UK), provided that we have used reasonable endeavours to give you at least 1 business days’ notice (unless it is a critical issue, in which case we will give you as much notice as reasonably possible) normal business hours’  notice in advance.

7.              USE OF THE SERVICES

7.1.         You accept that you are solely responsible for ensuring that your computer system, telecommunications services and any other equipment meet all relevant technical requirements to use the Services and are compatible with the Services.

7.2.         You are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

7.3.         You agree not to use the Services, or any information or material made available by or to you through or in connection with the Services, in any improper or unlawful manner or in breach of any rule, regulation, legislation or license that applies to you.

7.4.         Without limiting any of the foregoing, you agree that when using the Services you will not:

7.4.1.             upload or share information or files that contain software or other material which are the intellectual property rights of any third party, or which are protected by rights of privacy or publicity of any third party without having received all necessary consents;

7.4.2.             upload or share information or files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of the Services or any other computer;

7.4.3.             promote any activity that is illegal;

7.4.4.             do or omit to do anything that, in our opinion:

(i)                       brings Your Digital CTO or the Services into public disrepute, contempt, scandal or ridicule;

(ii)                      damages or puts at risk any other users of the Services; or

(iii)                    materially prejudices Your Digital CTO or the Services;

7.4.5.             use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Services or any operating system; or

7.4.6.             use the Services in a way that could damage, disable, overburden, impair or compromise Your Digital CTO’s systems or security or interfere with other users.

7.5.         You agree to comply with all reasonable instructions that we may give you regarding your use of the Services and to provide us with information that we reasonably request.

8.              CUSTOMER DATA

8.1.         In this Agreement, ‘Customer Data’ means the data inputted by you, your Authorised Users, or by us on your behalf for the purpose of using the Services and/or the Consultancy Services or facilitating your use of the Services and/or the Consultancy Services.

8.2.         You own all right, title and interest in and to all of the Customer Data that is not personal data and you have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8.3.         In the event of any loss or damage to Customer Content, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Content maintenance and back-up for which we shall remain liable).

9.              INTELLECTUAL PROPERTY RIGHTS  

9.1.         You acknowledge that all intellectual property rights in the Services anywhere in the world belong to or are licensed to Your Digital CTO, that rights in the Services are licensed (not sold) to you, and that you have no rights in, or to, the Services other than the right to use them in accordance with the terms of this Agreement.

9.2.         You grant us a non-exclusive, royalty-free perpetual, irrevocable worldwide licence, with no end date, for Your Digital CTO to (i) access, view, use, store, modify, combine and aggregate the Usage Data (meaning any usage and statistical data relating to your use of the Services), for any purpose and in any way whatsoever, and (ii) use the Usage Data to create Derived Data (meaning any data which has been combined or aggregated (wholly or in part) with other data (including Customer Data) or information or adapted such that it cannot be identified as originating or deriving directly from the original data and cannot be reverse-engineered such that it can be so identified).

9.3.         We own all intellectual property rights in the Derived Data and you acknowledge that you have no rights in relation to the Derived Data.

10.           INDEMNITY

10.1.             You will defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or the Consultancy Services and/or Customer Data, provided that:

10.1.1. You are given prompt notice of any such claim;

10.1.2. We provide you with reasonable co-operation in the defence and settlement of such claim, at your expense; and

10.1.3. You are given sole authority to defend or settle the claim.

11.           THIRD PARTY WEBSITES AND INFORMATION PROVIDERS

11.1.             Where the Services may enable or assist you to access a third party’s website, or purchase products and services from third parties, you do so at your own risk and it is your responsibility to read any applicable terms and conditions and privacy documents provided by such party.  We have no liability or obligation in relation to the content, products or services of any third party and we do not endorse any such third party, its products or services.

12.           YOUR DIGITAL CTO’S OBLIGATIONS

12.1.             The Services and any Consultancy Services are provided for general information and advisory purposes only. Unless expressly stated otherwise in a written proposal or statement of work, we do not provide legal, regulatory, financial or professional advice, and nothing in the Services or any Consultancy Services should be relied upon as such. You remain solely responsible for ensuring your compliance with applicable laws, regulations and industry standards.

12.2.             We will use our reasonable endeavours to perform the Services substantially in accordance with any description we provide to you. We will use reasonable commercial efforts to correct any non-conformance promptly, and this is your sole and exclusive remedy for any such issue.

12.3.             If the Services do not substantially conform to our descriptions, we are not responsible where this is due to your use of the Services in breach of our instructions or if you, or someone acting on your behalf, modifies or alters the Services. 

12.4.             Please note that we do not warrant that:

12.4.1. your use of the Services will be uninterrupted or error-free; or

12.4.2. that the Services or the information you obtain through the Services will meet your requirements; or

12.4.3. the Services are free from vulnerabilities or viruses.

12.5.             Your Digital CTO is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you understand that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

13.           DATA PROTECTION

13.1.              You and we each agree that the terms of Schedule 1 – Data Protection Addendum apply between us. 

14.           TERM AND TERMINATION

14.1.             This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the date you place your order and we accept it and shall continue for the initial subscription term described during the ordering process (e.g. an annual subscription, “Initial Subscription Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:   

14.1.1.      either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

14.1.2.      otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the term of the Agreement.

14.2.             Without affecting any other right or remedy available to it, we may suspend or terminate this Agreement with immediate effect by giving written notice to you if:

14.2.1. You fail to pay any amount under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

14.2.2. You commit any breach of clause 2.2.

14.3.             We may suspend, cancel or terminate any Authorised User’s access to the Services if such Authorised User is in breach of any Authorised User end licence terms or conditions. If we do this, we will notify you of the suspension/cancellation/termination in writing.

14.4.             Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

14.4.1. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

14.4.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;  or (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership) has any partner to whom any of the foregoing apply;

14.4.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (iv) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (v) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (vi) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (vii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (viii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) to (vii) (inclusive); or (ix) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

14.4.4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

14.5.             In addition to any other rights or remedies which we have, we may discontinue the Services and/or the Consultancy Services by giving notice to you. If the Services and/or the Consultancy Services are discontinued, this Agreement will end and we will issue you with a pro rata refund of any fees you have paid in advance relating to Services and/or Consultancy Services which have not been used due to the discontinuation.

14.6.             On termination of this Agreement for any reason:

14.6.1. except where otherwise expressly stated, all licences granted under this Agreement shall immediately terminate and you will immediately cease all use of the Services and any Consultancy Services;

14.6.2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

14.6.3.        We may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination of this Agreement, a written request for a copy of the then most recent back-up of the Customer Data. We will use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You agree to pay all reasonable expenses we incur in returning or disposing of Customer Data; and

14.6.4.        any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15.           LIMITATION OF LIABILITY  

15.1.      You acknowledge that the Services have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements. 

15.2.      Except as expressly and specifically provided in this Agreement:

15.2.1.   You assume sole responsibility for results obtained from the use of the Services, any Consultancy Services, and the Customer Data, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors , factual incorrectness, or omissions in any Customer Data, information or instructions you provide to us in connection with the Services, any Consultancy Services, or any actions we take at your direction;

15.2.2.   all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

15.2.3.   the Services are provided to you on an “as is” basis.

15.3.        Nothing in this Agreement excludes our liability for:

15.3.1.      death or personal injury caused by our negligence; or 

15.3.2.      fraud or fraudulent misrepresentation. 

15.3.3.      Nothing in this Agreement limits or excludes any liability which cannot be limited or excluded under applicable law.

15.4.        Subject to clause 15.1, clause 15.2 and clause 15.3, we are not liable to you for any:

15.4.1. loss of profits,

15.4.2. loss of business,

15.4.3. wasted expenditure,

15.4.4. depletion of goodwill and/or similar losses,

15.4.5. loss or corruption of data or information,

15.4.6. loss or damage to reputation; or

15.4.7. any special, indirect or consequential loss, costs, damages, charges or expenses.

15.5.        Subject to clause 15.1, clause 15.2,  clause 15.3 and clause 15.6, our total aggregate liability to you under or in connection with the Agreement (except for in relation to Consultancy Services, in which case clause clause 15.6 applies) is limited to the total subscription fees paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose.   

15.6.        Subject to clause 15.1, clause 15.2, clause 15.3 and clause 15.5, our total aggregate liability to you under or in connection with any Consultancy Services is limited to the total fees paid or payable under the applicable Proposal.

15.7.        References to liability in this clause 15 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.8.        Nothing in this Agreement excludes your liability for any breach, infringement or misappropriation of our Intellectual Property Rights.

16.           CONFIDENTIALITY

16.1. Definitions use in the clause 16:

‘Confidential Information’ means means all information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located), including but not limited to:

(a)     any information relating to:

(i)                the business, assets, finances, affairs, customers, clients, suppliers, employees, consultants, plans, intentions, or market opportunities of you or us; or

(ii)               the operations, processes, services, products or product information, know-how, designs, trade secrets, technical data or software of you or us;

(b) any information created or developed by you or us in the course of performing this Agreement, and we both agree that details of the Services, the Consultancy Services and the results of any performance tests of the Services, shall constitute our Confidential Information,

and whether or not any of the above information (if in anything other than oral form) is marked confidential.

‘Representatives’ means either your or our employees, officers, contractors, subcontractors, representatives and advisers.

16.2.             Each party may be given access to confidential information of the other party in order to perform its obligations under this Agreement.  A party’s confidential information shall be deemed not to include information that:

16.2.1. is or becomes publicly known other than through any act or omission of the receiving party;

16.2.2. was in the other party’s lawful possession before the disclosure;

16.2.3. is lawfully disclosed to the receiving party by a third-party without restriction on disclosure; or

16.2.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

16.3.             Each party shall, during the term of this Agreement and perpetually thereafter, hold the other’s confidential information in confidence and not make the other’s confidential information available to any third-party except as expressly permitted by this clause 16, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement (“Permitted Purpose”).

16.4.             Each Party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its officers, employees or agents in violation of the terms of this Agreement. A party may disclose the other party’s confidential information to those of its Representatives who need to know such confidential information for the Permitted Purpose, provided that:

16.4.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure;

16.4.2. such Representatives are subject to a legally binding duty of confidentiality no less onerous that the confidentiality obligations hereunder; and

16.4.3. at all times, it is responsible and liable for the acts and omissions of such Representatives as if they were its own.

16.5.             A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction (and we may disclose your confidential information to a bona fide potential investor or purchaser in relation to a sale of its shares or business), provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 16.5 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

16.6.             Each party reserves all rights, including intellectual property rights, in its confidential information. No rights, including intellectual property rights, or licences in respect of a party’s confidential information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.

16.7.             The provisions of this clause 16 shall survive termination of this Agreement, however arising.

17.           COMMUNICATIONS BETWEEN US  

17.1.      If we have to contact you, we will do so by email to the address you provided in accordance with your registration on the Services. If you need to contact us, please email us at [email protected].

17.2.      Any notice given by one party to another will be deemed received and properly served 24 hours after an email is sent.

17.3.      In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

17.4.      This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

18.           EVENTS OUTSIDE OUR CONTROL  

18.1.             We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an event outside our reasonable control (this includes, without limitation, a failure of public or private telecommunications networks).  If such an event takes place and it affects the performance of our obligations under this Agreement:

18.1.1.      Our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the event; and

18.1.2.      We will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the event.

19.           OTHER IMPORTANT TERMS  

19.1.      We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.

19.2.      You can only transfer your rights or your obligations under this Agreement to another person if we agree in writing.

19.3.      This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

19.4.      You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it.

19.5.      You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.

19.6.      This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

19.7.      We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.

19.8.      Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

19.9.      These terms are governed by English law and wherever you live you can bring claims against us in the English courts. You can bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

Schedule 1 – Data Processing Addendum (DPA)

1. This DPA sets out additional terms, requirements and conditions on which we will process Personal Data when providing the Services to you. This DPA contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (‘UK GDPR’) for contracts between controllers and processors.
2. This DPA is incorporated into the Agreement, in the event of conflict between the two, the provisions of the DPA shall prevail. 
3. Defined terms in this DPA unless indicated otherwise herein or within the Agreement, shall have the same meaning as in Data Protection Legislation.
4. ‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
5. We and you will each comply with the requirements of Data Protection Legislation.
6. We and you each acknowledge that for the purposes of the Data Protection Legislation, in so far as the processing of Personal Data through our performance of the Services is concerned (the ‘Customer Personal Data’) you are the Data Controller and we are the Data Processor.  You retain control of the Customer Personal Data and remain responsible for your compliance obligations under Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents to or from data subjects, and for the written processing instructions you give to us under this paragraph 6, which are outlined below in ’Details of Data Processing’. 

Details of Data Processing

1.Scope – Processing of the Customer Personal Data in the provision of Services and any applicable Consultancy Services to you. 

2.Nature and purpose of processing – we will be processing the Customer Personal Data, received from you for the purpose of providing the Services and any Consultancy Services, including collecting, storing, accessing and otherwise using the Customer Personal Data. 

3.Duration of processing – The term of the Agreement.

4.Types of personal data – name, job title, contact details (email address and business mobile phone number). 

5. Categories of data subject – Authorised Users. 

7. We will, in relation to the Customer Personal Data:

(a)       process the Customer Personal Data only on your written instructions.  The scope, nature purpose and duration of the processing and the Customer Personal Data categories and Data Subject types are described above in the ‘Details of Data Processing’;

(b)       keep the Customer Personal Data confidential;

(c)        comply with your reasonable instructions with respect to processing the Customer Personal Data;

(d)       not transfer the Customer Personal Data outside of the UK unless we ensure that:

(i) the transfer is to a country approved as providing an adequate level of protection for the Customer Personal Data; or

(ii) there are appropriate safeguards in place for the transfer of the Customer Personal Data; or

(iii) binding corporate rules are in place; or

(iv) one of the derogations for specific situations applies to the transfer. 

(e)       assist you in responding to any data subject access request and to ensure compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(f)        notify you without undue delay on becoming aware of a Customer Personal Data Breach or communication from the ICO which relates to your or our compliance with the Data Protection Legislation;

(g)        at your written request delete or return the Customer Personal Data (and any copies of the same) to you on termination of the Agreement unless required by the Data Protection Legislation to store the Customer Personal Data; and

(h)       maintain complete and accurate records and information to demonstrate compliance with this Schedule and allow for audits by you or your designated auditor on provision of reasonable notice.

8. We will ensure that they have in place appropriate technical or organisational measures, to protect against unauthorised or unlawful processing of the Customer Personal Data and against accidental loss or destruction of, or damage to, the Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
9. You acknowledge and consent generally to our appointment of third parties as sub-processors of the Customer Personal Data being processed under this Agreement.
10. We confirm that a) we will impose on all sub-processors the same data protection obligations as set out in this DPA and; b) we will remain liable for the actions of its sub-processors.