Terms and Conditions

By placing an order and accepting on www.pairsoftware.io the Customer agrees to be bound by these terms and conditions, which constitute the licence agreement between the Customer and Pair Software Limited, incorporated and registered in England with company number 15307012 whose registered office is at West Cottage, Apperley Farm, Stocksfield, Northumberland, NE43 7SJ (the Supplier).

Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.

Applications: the application software and add on services developed for operation on the Platform made available during the Subscription Term.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to access the Platform and use the Services and the Documentation, as further described in 2.2(d).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 11.1.

Contract year: a 12 month period commencing on the Effective Date or any anniversary of it.

Customer Content: the data or content including logos, designs, copy, images and related materials of the Customer in any format, uploaded through the Services by Authorised Users on behalf of Customer, or the Supplier on the Customer's behalf on the Platform for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation: the document(s), user guides and other reasonable instructions made available to the Customer by the Supplier online via the Supplier’s website at [Operation Software | Pair Software] or such other web address notified by the Supplier to the Customer from time to time which are designed to provide Authorised Users information about how to operate the Services.

Effective Date: the date of the Contract.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Customer (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Initial Subscription Term: the initial term of the Contract as set out in the Order.

Mandatory Policies: the Supplier's business policies as listed in the Order or as amended by notification to the Customer from time to time.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Order: means the electronic request submitted by the Customer at www.pairsoftware.io, specifying the Applications, subscription type, Authorised User numbers or other options selected by the Customer, and confirmed when the Customer uses the “Accept” option (to indicate agreement to these Terms and Conditions). Upon such acceptance, the Order becomes binding on the Customer.

Platform: means the Supplier’s hosted software platform and all related tools, features and content made available to the Customer.

Renewal Period: the period described in 14.1.

Services: the subscription services provided by the Supplier to the Customer under the Contract via the Supplier’s website or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Order.

Subscription Term: has the meaning given in 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Levels: the selection of support levels available to the Customer from time to time at www.pairsoftware.io (or such other website as notified to the Customer by the Supplier from time to time) and as particularly detailed in the Order.

Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at the Supplier’s website or such other website address as may be notified to the Customer from time to time.

Tiers: the selection of subscription plans available to the Customer from time to time at www.pairsoftware.io (or such other website as notified to the Customer by the Supplier from time to time) and as particularly detailed in the Order.

User Subscriptions: the subscriptions purchased by the Customer, as set out in the Order, which permit the number and types of Authorised Users specified in the Order, to access and use the Applications, Services and the Documentation in accordance with these terms and conditions. User Subscriptions comprise: Core Users who have full access to all the features of the Applications included in the Customer’s subscription, and Casual Users, who have limited access as detailed in the Order and are intended for the Customer’s ad hoc or temporary workers.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services, and the term Vulnerabilities shall be interpreted accordingly.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns notified by the Customer to the Supplier.

1.3 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.6 A reference to writing or written excludes fax but not email.

2. User subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with 3.3 and 9.1, the restrictions set out in this 2 and the other terms and conditions, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users only to access the Platform and use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access the Platform and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it 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 the Platform or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;

(d) it shall immediately notify the Supplier when the actual number of Authorised Users exceeds the number specified in the Order and shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 3 Business Days of the Supplier's written request at any time or times;

(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than twice per annum, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(f) if any of the audits referred to in 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Supplier’s prices as are current at the date of the audit, within 10 Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform or the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms and conditions:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Applications software, the Platform, the Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Applications software, the Platform or the Services; or

(b) access all or any part of the Platform or the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Platform or Services and/or Documentation to provide services to third parties; or

(d) subject to 16.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, the Services and/or Documentation available to any third party except the Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, the Services and/or Documentation, other than as provided under this 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into the Platform, the Services or the Supplier's network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Additional user subscriptions

3.1 Subject to 3.2 and 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order and the Supplier shall grant access to the Platform, the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Contract.

3.2 If the Customer wishes to purchase additional Core User and/or Casual User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 5 Business Days of its approval of the Customer's request.

3.3 If the Supplier approves the Customer's request to purchase additional Core User and/or Casual User Subscriptions, the Customer shall, within 7 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in the Order and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Contract. Such Documentation may be supplied in electronic form.

4.2 The Supplier shall use commercially reasonable endeavours to make the Platform and the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer a reasonable amount of advance notice.

4.3 The Supplier will, as part of the Services, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

5. Data Protection

5.1 Each party shall comply with its respective obligations under applicable data protection law, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in relation to any personal data processed under this agreement.

5.2 Where the Supplier processes personal data on behalf of the Customer in the course of providing the Services, such processing shall be governed by the Data Processing Agreement ("DPA") available at www.trust.pairsoftware.io, which is incorporated into and forms part of this agreement. By accepting these Terms and Conditions, the Customer also accepts the DPA. In the event of any conflict between this clause and the DPA, the DPA shall prevail in relation to data protection matters.

5.3 The parties agree to take account of any applicable guidance issued by the Information Commissioner’s Office (ICO). The Supplier may amend this agreement on not less than thirty (30) days’ notice to the Customer where such amendment is reasonably necessary to ensure compliance with applicable data protection law.

6. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Supplier's obligations

7.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The Supplier's obligations at 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform or the Services contrary to the Supplier's instructions, or modification or alteration of the Platform or the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Platform or the Services do not conform with the terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in 7.1.

7.3 The Supplier:

7.4 does not warrant that:

(a) the Customer's use of the Platform or the Services will be uninterrupted or error-free; or

(b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

(c) the Applications, the Platform or the Services will be free from Vulnerabilities or Viruses; or

(d) the Applications, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

7.5 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 the Customer acknowledges that the Platform, the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.6 These terms and conditions shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

7.7 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

7.8 If the Customer requires archiving or back-up provisions they must contact the Supplier at: support@pairsoftware.io (or such other address as may be notified to the Customer from time to time) and request support. In the event of any loss or damage to Customer Content, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Content. The Supplier 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 the Supplier to perform services related to Customer Content maintenance and back-up).

8. Customer's obligations

8.1 The Customer shall:

8.2 provide the Supplier with:

(a) all necessary co-operation in relation to the Contract; and

(b) all necessary access to such information as may be required by the Supplier;

(c) in order to provide the Services, including but not limited to Customer Content, security access information and configuration services;

8.3 without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to its activities under the Contract;

8.4 carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;

8.5 ensure that the Authorised Users use the Platform, the Services and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract;

8.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;

8.7 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

8.8 be, to the extent permitted by law and except as otherwise expressly provided in these terms and conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8.9 The Customer shall own all right, title and interest in and to all of the Customer Content that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Content.

8.10 In performing its obligations under these terms and conditions the Customer shall comply with the Mandatory Policies.

9. Charges and payment

9.1 The Customer agrees it shall:

9.2 pay the Subscription Fees based on the Tier, Support Levels and the number of User Subscriptions selected by the Customer; and

9.3 when during the Subscription Term, the Customer has more Authorised Users or uses features that require an updated subscription than specified in accordance with clause 2.2(a) or at the time of conclusion of this Agreement, the Customer agrees to pay additional charges in accordance with clause 3;

9.4 and the Customer agrees to pay all Subscription Fees in accordance with this 9.

9.5 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details.

9.6 If the Customer has selected a monthly subscription in the Order, the Customer hereby authorises the Supplier to bill such credit card on the Effective Date and monthly thereafter for the Subscription Fees.

9.7 If the Customer has selected an annual subscription in the Order, and has provided its approved purchase order information to the Supplier, the Supplier shall invoice the Customer on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term and annually thereafter, at least 21 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period. The Customer shall pay each invoice within 7 days after the date of such invoice.

9.8 If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier:

9.9 the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Platform or the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.10 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.11 All amounts and fees stated or referred to in the Contract:

9.12 shall be payable in pounds sterling;

9.13 are, subject to 13.4(b), non-cancellable and non-refundable;

9.14 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

9.15 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified either in the Order or in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees.

9.16 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3, the support fees and/or the excess storage fees payable pursuant to 9.5 at the start of each Renewal Period upon 30 days' prior notice to the Customer and the contract shall be deemed to have been amended accordingly.

10. Proprietary rights

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Platform and the Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform, the Services and the Documentation.

10.2 The Supplier confirms that it has all the rights in relation to the Platform, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with these terms and conditions.

10.3 The Customer shall use reasonable endeavours to prevent any infringement of the Supplier's Intellectual Property Rights in the Platform, Services and Documentation and shall promptly report to the Supplier any such infringement that comes to its attention. In particular, the Customer shall:

(a) ensure that each Authorised User before starting to use the Platform, Services or Documentation, is made aware that the Platform, Services and Documentation are proprietary to the Supplier and that it may only be used and copied in accordance with these terms and conditions; and

(b) not permit third parties to have access to the Platform, Services or Documentation without the prior written consent of the Supplier, who may require that such third party executes a written confidentiality agreement before being given access to the same.

11. Confidentiality and compliance with policies

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of the Contract, in connection with these terms and conditions, including but not limited to:

(a) these terms and conditions or any agreement entered into in connection with the Contract;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(c) any information developed by the parties in the course of carrying out the Contract.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these terms and conditions (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4 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:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

11.5 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 or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these terms and conditions are granted to the other party, or to be implied from the Contract.

11.8 On termination or expiry of the Contract, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).

11.9 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.10 The Customer grants the Supplier the right to use the Customer’s name, logo, and general details (including a description of the Customer’s business) for the Supplier’s reasonable marketing and promotional purposes. Such use may include, without limitation, inclusion in case studies, presentations, proposals, websites, and other marketing materials. The Supplier shall ensure that any use of the Customer’s name or details is in a manner that is accurate and not misleading.

11.11 Except as expressly stated in these terms and conditions, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.12 The above provisions of this 11 shall continue to apply after termination or expiry of the Contract.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless the Supplier 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 the Customer's use of the Platform, the Services and/or Documentation, provided that:

(a) the Customer is given timely notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Platform, the Services or Documentation in accordance with these terms and conditions infringes any third party England and Wales patent, effective as of the Effective Date, copyright, trade mark, database right or other intellectual property right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) the Supplier is given prompt and effective notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c) the Supplier is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Platform or the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Platform or the Services or Documentation by anyone other than the Supplier; or

(b) the Customer's use of the Platform or the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c) the Customer's use of the Platform or the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or

(d) the Customer Content; or

(e) the Customer's breach of these terms and conditions.

12.5 The foregoing and 13.4(b) states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by the Supplier.

13. Limitation of liability

13.1 The following definitions apply in this clause 13:

(a) liability: every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b) default: any act or omission resulting in one party incurring liability to the other.

13.2 Except as expressly and specifically provided in these terms and conditions:

(a) the Customer assumes sole responsibility for results obtained from the use of the Platform, the Services and the Documentation by the Customer, and for any errors, omissions, opinions, recommendations, forecasts or other conclusions drawn from such use.

(b) The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Content, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(c) 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 the Contract; and

(d) the Platform, the Services and the Documentation are provided to the Customer on an "as is" basis.

13.3 Nothing in the Contract excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.4 Subject to 13.2 and 13.3:

(a) the Supplier shall have no liability (whether direct or indirect) for any:

(i) loss of profits, revenue or turnover,

(ii) loss of business or business opportunity,

(iii) wasted expenditure or savings,

(iv) depletion of goodwill or reputation and/or similar losses,

(v) loss or liability under or in relation to any other contract,

(vi) loss or corruption of data or information, or

(vii) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) the Supplier's total aggregate liability to the Customer (including in respect of the indemnity at 12.2), in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, the Supplier’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

(c) In clause 13.4(b), the cap is the total Subscription Fees paid in the Contract Year in which the defaults occurred.

13.5 Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

14. Term and termination

14.1 The Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of either monthly or annually, as per the Order (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of these terms and conditions;

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

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

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) 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;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors 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;

(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(g) 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;

(h) 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 (being a company, partnership or limited liability partnership);

(i) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(j) 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;

(k) 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 7 days;

(l) 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 14.2(d) to 14.2(k) (inclusive);

(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(n) 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 the Contract is in jeopardy.

14.3 On termination of the Contract for any reason:

(a) all licences granted under these terms and conditions shall immediately terminate and the Customer shall immediately cease all use of the Platform, the Services and/or the Documentation;

(b) the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Supplier. The Supplier shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

(c) the Customer shall either return to the Supplier or, at the Supplier's option, destroy all physical or other copies and information relating to the Platform, Services and Documentation, and shall ensure that any digital copies of the same on hard discs or other storage means associated with any computer equipment owned or controlled by the Customer are permanently deleted. Any digital copies shall be considered permanently deleted, for the purposes of this clause 14 where they have been put beyond use by the Customer.

(d) the Supplier may destroy or otherwise dispose of any of the Customer Content in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Content. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all monies, fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Content; and

(e) 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. Force majeure

Neither party shall be in breach of these terms and conditions or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 7 days' written notice to the affected party.

16. General

16.1 Variation

No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.2 Waiver

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

16.3 Rights and remedies

Except as expressly provided in these terms and conditions, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

16.4 Severance

(a) If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

(b) If any provision or part-provision of these terms and conditions is deemed deleted under 16.4(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.5 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does 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 these terms and conditions.

(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.

(d) Nothing in this clause shall limit or exclude any liability for fraud.

16.6 Assignment

(a) The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions.

(b) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms and conditions.

16.7 No partnership or agency

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.8 Third party rights

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.9 Notices

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(b) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(c) sent by email to an address used by the Customer and Supplier for communications prior to the Contract or as substituted in writing by the party to be served.

16.10 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

16.11 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.

17. Governing law & Jurisdiction



17.1 The Contract 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 interpreted in accordance with the law of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

© Pair Software Limited 05th February 2026

FEATURES

Bookings, staff and client management system