Saberr Limited

Terms and Conditions

Please read these terms and conditions carefully. We will ask you to agree to these terms and conditions before we begin providing services. If you use our services in the course of a business or other organisational project, then by so doing you bind the person, company or other legal entity that operates that business or organisational project, to these terms and conditions.

1. Definitions

1.1 In the Agreement:

"Acceptable Use Policy" means the acceptable use policy set out in Schedule 1, as it may be updated from time to time by Saberr publishing a new version in the Application and on the Saberr website;

"Agreement" means the agreement between the Customer and Saberr for the provision of the Services, incorporating:

(a) the Order Form;

(b) any Statements of Work;

(c) these Terms and Conditions; and

(d) the Acceptable Use Policy,

and any amendments to that agreement from time to time;

"Application" means the Saberr software application (incorporating CoachBot and Base), which will be made available by Saberr to the Customer as a service via the internet under these Terms and Conditions;

"Application Services" means all the services provided or to be provided by Saberr to the Customer, using the Application;

"Billing Period" means an annual period beginning on the Effective Date or any anniversary of the Effective Date (or such alternative period of time as may be specified in the Order Form);

"Business Day" means any weekday, other than a bank or public holiday in England;

"Business Hours" means between 09:00 and 17:30 London (England) time on a Business Day;

"Charges" means the amounts payable by the Customer to Saberr under or in relation to the Agreement, including the Charges set out in the Order Form and in any Statement of Work;

"Confidential Information" means the Customer Confidential Information and/or the Saberr Confidential Information;

"Customer" means the person (natural or legal) identified as Saberr's customer in the Order Form;

"Customer Confidential Information" means:

(a) any information disclosed by the Customer to Saberr before the end of the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by Saberr to be confidential;

(b) Customer Data (including the Customer Personal Data); and

(c) the Reports;

"Customer Data" means:

(a) the User Data;

(b) the Customer Personal Data;

(c) all other data uploaded to, stored on, processed using or transmitted via the Application by the Customer, on the Customer's behalf; and

(d) all data, works and materials supplied by the Customer to Saberr under the Agreement for incorporation into the Professional Services Deliverables or for some other use in connection with the Professional Services;

"Customer Personal Data" means any Personal Data processed by Saberr on behalf of the Customer under the Agreement, including Shared User Data but excluding the Private User Data;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable to Customer Personal Data, the UK's Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679);

"Early Access Release" means any software program, feature, functionality, module and/or service made available by Saberr to the Customer on an early access basis, including all releases that are specified by Saberr as early access, alpha or beta releases;

"Effective Date" means the date that the Agreement comes into force in accordance with Clause 2.2;

"Expenses" means the travel and accommodation expenses that are reasonably necessary for, and incurred by Saberr exclusively in connection with, the performance of the Professional Services, providing that:

(a) air, coach or rail journeys of up to 3 hours' duration will be in economy or premium economy class (or similar), while air, coach or rail journeys in excess of 3 hours' duration will be in business class (or similar); and

(b) additional Charges (equal to half of the relevant person(s) day rate(s)) will be payable by the Customer to Saberr for each air journey exceeding 3 hours in duration;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing-off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Order Form" means the order form for the Services issued or made available by Saberr and signed or otherwise agreed by the Customer;

"Personal Data" has the meaning given under the Data Protection Laws applicable in England from time to time;

"Platform" means the hardware and software platform managed by Saberr that will be used to host the Application;

"Private User Data" means the data supplied by a User to the Application when interacting with the Application in a context in which the Application indicates or specifies that the data will not be shared with the Customer, including data shared by a User with another individual User in such a context;

"Professional Services" means any coaching and/or consultancy services supplied or to be supplied by Saberr to the Customer under the Agreement, which will be specified in the applicable Statement of Work;

"Professional Services Deliverables" means any written reports, analyses, advice and/or other works to be supplied by Saberr to the Customer as an aspect of the Professional Services, as specified in the applicable Statement of Work, providing that neither the Application nor any update or upgrade to the Application shall constitute Professional Services Deliverables;

"Reports" means any reports created by the Application and made available to the Customer by Saberr for export, which may include reports relating to system usage and Customer organisation insights;

"Saberr" means Saberr Limited, a company incorporated in England and Wales (registration number 08388093) having its registered office at Saberr, Stapleton House, Block A, 2nd Floor, 110 Clifton St, London, United Kingdom, EC2A 4HT.

"Saberr Confidential Information" means:

(a) any information disclosed by Saberr to the Customer before the end of the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Customer to be confidential; and

(b) the financial terms of the Agreement;

"Schedule" means a schedule to these Terms and Conditions;

"Security Policy" means Saberr's published information security policy, as it may be updated from time to time by Saberr;

"Services" means all those services provided or to be provided by Saberr to the Customer under the Agreement, which may include Application Services, Support Services and/or Professional Services;

"Shared User Data" means the User Data excluding the Private User Data;

"Statement of Work" means a statement of work agreed by the parties, specifying Professional Services, any Professional Services Deliverables and the corresponding Charges;

"Support Services" means the provision of support and assistance in relation to the use of the Application and the identification and resolution of faults in the Application;

"Term" means the term of the Agreement;

"Terms and Conditions" means these terms and conditions, as they may be varied from time to time in accordance with Clause 19.4;

"Third Party Services" means any software-based hosted or cloud service owned and operated by a third party that may transmit data to and/or from the Application in circumstances where that third party provides services with respect to that transmitted data to the Customer under a separate contract;

"User" means an individual identified in a User Account who may access the Application by means of that User Account;

"User Data" means the data supplied by a User to the Application when interacting with the Application, including both Private User Data and Shared User Data; and

"User Account" means a user account on the Platform created by the Customer or created for the Customer by Saberr.

2. Agreement and Term

2.1 In order to sign up for access to the Services, one of the following procedures must be completed:

(a) the parties must execute a hard-copy or digital Order Form; or

(b) the Customer must complete and submit an online Order Form made available to the Customer by Saberr, whether on the Saberr website or through a Third Party Service.

2.2 The Agreement will come into force between Saberr and the Customer when one of the procedures detailed in Clause 2.1 is completed (the "Effective Date").

2.3 Once in force, the Agreement will continue in force indefinitely, unless and until terminated in accordance with its express terms.

2.4 The provisions of these Terms and Conditions that apply will depend upon the Services to be provided under the Agreement, as follows:

(a) Clauses 3, 4, 5, 6 and 8 shall only apply with respect to Application Services and Support Services; and

(b) Clause 9 shall only apply with respect to Professional Services.

3. Free trials and Early Access Releases

3.1 If the applicable Order Form specifies that the Application Services shall be made available on a free trial basis, then:

(a) the Customer shall have no obligation to pay Charges in respect of the use of the Application during the trial period;

(b) the Customer shall have access to such functionality of the Application as Saberr may in its sole discretion permit from time to time; and

(c) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Application Services or Support Services will arise).

3.2 If the Application Services are made available upon a free trial basis, and the parties subsequently agree that Charges shall be payable in respect of Application Services, then the trial shall cease upon the commencement of the paid Application Services.

3.3 This Clause 3.3 applies to each Early Access Release made available by Saberr to the Customer, whether or not Charges apply in relation to the Early Access Release, and takes precedence over the other provisions of the Agreement:

(a) the provision of any Early Access Release to the Customer shall be at Saberr's sole discretion;

(b) Early Access Releases may not be fully functional and are liable to contain material bugs and errors;

(c) Saberr does not undertake to provide any Support Services or other ancillary services in relation to Early Access Releases;

(d) Saberr gives no warranties and makes no representations in relation to Early Access Releases, and in particular the warranties set out in the Agreement shall not apply in respect of Early Access Releases;

(e) the use of an Early Access Release is at the Customer's own risk; and

(f) Saberr may suspend or terminate the Customer's right to use any Early Access Release at any time at its sole discretion.

4. Platform and Application

4.1 Upon the Effective Date, Saberr shall enable the Customer to access the Application Services and create User Accounts.

4.2 Subject to Clauses 4.3 and 4.4, Saberr hereby grants to the Customer non-exclusive licences to:

(a) use the Application by means of a web browser or such other software application(s) as Saberr may authorise from time to time; and

(b) export and use Reports from the Application,

for the Customer's own internal business purposes during the Term.

4.3 The Customer must:

(a) permit only employees, officers and subcontractors of the Customer to use User Accounts with administrator rights;

(b) ensure that only the Customer and persons authorised by the Customer use the Application via a User Account, and that the only user of a User Account is the person identified in that User Account;

(c) comply at all times with the terms of the Acceptable Use Policy;

(d) ensure that all persons who use the Application Services, whether by means of a User Account or otherwise, comply with the Acceptable Use Policy and these Terms and Conditions;

(e) keep all User Account passwords confidential and secure, and only disclose such passwords to persons who are permitted to use the Application in accordance with the provisions of this Clause 4.3; and

(f) notify Saberr immediately if the Customer believes that a User Account password has been improperly disclosed or misused, or if a User Account has been accessed or used by any unauthorised person.

4.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted under Clause 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license the Customer's rights to use the Application Services under the Agreement;

(b) the Customer must not modify or alter, or attempt to modify or alter, the Application;

(c) the Customer must not hack or attempt to gain unauthorised access to any part of the Application;

(d) the Customer must not sell or resell the Application Services without Saberr's prior written consent; and

(e) the Customer must not use the Application by any automated means.

4.5 The Customer will be responsible for any misuse of the Application arising out of any failure to comply with the provisions of Clauses 4.3 and 4.4, and subject to Clause 12.1 Saberr shall not be liable to the Customer in respect of any loss or damage arising out of any such misuse.

4.6 The maximum number of Users shall be subject to any express restriction set out in the Order Form, as varied by the written agreement of parties from time to time. The Customer acknowledges that Saberr may use technical measures to prevent the User restrictions being exceeded, and that increases in the number of Users shall be subject to additional Charges.

4.7 All Intellectual Property Rights in the Application and Platform shall, as between the parties, be Saberr's exclusive property.

4.8 For the avoidance of doubt, the Customer has no right to access any computer code of the Application or Platform (including source code, intermediate code and object code), either during or after the Term.

4.9 The Customer acknowledges that Saberr will monitor the Customer's use of the Platform, but this shall not affect Saberr's confidentiality and data protection obligations under Clauses 13 and 14.

5. Availability, maintenance and back-ups

5.1 Saberr shall use reasonable endeavours to maintain the Application at 100% availability during the Term, but does not guarantee this.

5.2 Saberr may suspend access to the Application in order to carry out scheduled or emergency maintenance. Saberr shall use reasonable endeavours to ensure that scheduled maintenance is carried out outside Business Hours. Saberr shall give to the Customer advanced notice of scheduled maintenance, including details of the expected Application downtime.

5.3 The Customer acknowledges that from time to time Saberr may apply upgrades/updates to the Application and that such upgrades/updates may result in changes to the appearance and/or functionality of the Application. Saberr will give to the Customer reasonable prior written notice of any significant changes.

5.4 Saberr shall make daily back-ups of the data stored on the Platform. If the Customer suffers any loss or corruption of data stored on the Platform as a result of any breach by Saberr of the terms of the Agreement, then Saberr shall use all reasonable endeavours to restore such lost or corrupted data from the latest available back-up.

6. Support Services

6.1 Saberr shall make available to the Customer a helpdesk.

6.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

6.3 Saberr shall provide web address and email address details to the Customer for accessing the helpdesk.

6.4 Saberr shall use reasonable endeavours to ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term.

6.5 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

6.6 Saberr shall respond to a request for Support Services promptly and shall use reasonable endeavours to resolve issues raised through the Support Services (but Saberr does not guarantee such resolution).

6.7 The Support Services shall be provided remotely.

6.8 Saberr shall have no obligation to provide Support Services in respect of any issue caused by:

(a) the improper use of the Application by the Customer; or

(b) the use of the Application via any non-supported web browser.

7. Data

7.1 All the Intellectual Property Rights in Customer Data will remain the Customer's property and the property of the Customer's licensors, subject to Clause 7.2.

7.2 The Customer grants to Saberr a non-exclusive licence to store, copy and otherwise use Customer Data for the purposes of operating the Platform and Application, providing the Services, fulfilling Saberr's obligations under the Agreement and exercising Saberr's rights under the Agreement. The Customer also grants to Saberr the right to sub-license these rights insofar as reasonably required for these purposes.

7.3 The Customer warrants to Saberr that the Customer Data will not breach the terms of the Acceptable Use Policy.

7.4 If Saberr reasonably suspects that there has been a breach by the Customer of Clause 7.3, Saberr may:

(a) delete or amend the relevant elements of the Customer Data; and/or

(b) suspend any or all of the Services and/or the Customer's access to the Application while Saberr investigates the matter.

8. Third Party Services integrations

8.1 Saberr may integrate any Third Party Services with the Application at any time; and Saberr may remove, suspend or limit any Third Party Services integration at any time.

8.2 The supply of Third Party Services shall be under a separate contract or arrangement between the Customer or a User and the relevant third party. Saberr does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services.

8.3 The use of some features of the Application may depend upon the Customer or a User enabling and agreeing to integrations between the Application and Third Party Services.

8.4 The Customer acknowledges that:

(a) the integration of Third Party Services may entail the transfer of Customer Data from the Application to the relevant Third Party Services; and

(b) Saberr has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data resulting from any integration of Third Party Services.

8.5 The Customer or the User who enables an integration shall have the opportunity to consent to transfers of Customer Data to any Third Party Services operator.

8.6 The Customer warrants to Saberr that the transfer of Customer Data by Saberr to a provider of Third Party Services in accordance with this Clause 8 will not infringe any person's legal or contractual rights and will not put Saberr in breach of any applicable laws (including the Data Protection Laws).

8.7 Fees may be payable by the Customer or the relevant User to the relevant third party in respect of the use of Third Party Services.

8.8 Save to the extent that the parties expressly agree otherwise in writing and subject to Clause 12.1:

(a) Saberr gives no warranties or representations in respect of any Third Party Services; and

(b) Saberr shall not be liable to the Customer or any User in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services.

9. Professional Services

9.1 Saberr shall supply the Professional Services agreed in a Statement of Work to the Customer during the Term.

9.2 Each Statement of Work will come into force on the date of its execution; and once in force, each Statement of Work will continue in force until cancelled in accordance with Clause 9.3 or 9.4.

9.3 Unless the applicable Statement of Work provides otherwise, either party may cancel a Statement of Work by giving to the other party at least 30 days' written notice of cancellation.

9.4 All Statements of Work will be automatically cancelled on the date of effective termination of the Agreement.

9.5 Saberr shall comply with all reasonable internal policies and procedures operated by the Customer, communicated by the Customer to Saberr and affecting the provision of the Professional Services.

9.6 Subject to any agreement of the parties in the applicable Statement of Work to the contrary:

(a) the Customer may cancel an appointment for Professional Services by giving to Saberr written notice of cancellation; and

(b) if the Customer cancels an appointment in accordance with this Clause 9.6, then the Customer shall remain liable to pay to Saberr the Charges that would have been payable had the appointment proceeded as planned and any Expenses incurred by Saberr before the date of cancellation.

9.7 Upon the delivery of any completed Professional Services Deliverables to the Customer, Saberr will and hereby does grant to the Customer a worldwide, non-exclusive licence for the full term of copyright to copy, adapt, distribute, publish and otherwise use the Professional Services Deliverables for the Customer's own business purposes.

9.8 Subject to the licence in Clause 9.7 and unless agreed otherwise by the parties in the Statement of Work:

(a) the Customer acknowledges that all Intellectual Property Rights in the Professional Services Deliverables shall belong to Saberr; and

  1. Saberr may incorporate software Professional Services Deliverables into products and services supplied to its other customers, subject to compliance with Clauses 13 and 14.

9.9 In the event of a conflict between a Statement of Work and these Terms and Conditions, the Statement of Work shall take precedence.

10. Charges and payments

10.1 The basis for calculating the Charges shall be as set out in the Order Form and in any applicable Statement of Work.

10.2 To the extent that the calculation of Charges depends upon the number of User Accounts, then in respect of each Billing Period the relevant number of User Accounts shall be the maximum number of User Accounts at any point in time during that Billing Period.

10.3 The Customer acknowledges that, where Professional Services include coaching services, Charges will be payable in respect of any time spent by Saberr personnel preparing for a coaching services session or appointment.

10.4 Saberr may vary the Charges in respect of Application Services and Support Services by giving the Customer not less than 45 days' written notice of the variation, expiring at the end of a Billing Period. Saberr may vary any other Charges by giving the Customer not less than 45 days' written notice of the variation. If the Customer objects to any variation of the Charges under this Clause 10.4, the Customer's sole remedy is to terminate the Agreement.

10.5 All Charges stated in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.

10.6 Saberr may issue invoices to the Customer:

(a) with respect to Charges for Application Services and Support Services, at any time following the commencement of the Billing Period to which those Charges relate; and

(b) with respect to other Charges (and any Expenses), at any time following the provision of the related Services,

subject to any express agreement to the contrary in the Order Form or any applicable Statement of Work; and the Customer shall pay the Charges (and any Expenses) to Saberr in accordance with the Order Form and any applicable Statement of Work.

10.7 If the Customer does not pay any amount properly due to Saberr under or in connection with the Agreement, Saberr may:

(a) charge the Customer interest on the overdue amount at the rate of 10% per year above the Bank of England base rate from time to time (which interest will accrue daily and be compounded quarterly); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10.8 Saberr may suspend access to the Application and the provision of the Services if any amounts due to be paid by the Customer to Saberr under the Agreement are overdue.

10.9 The Customer must pay the amount of the Expenses to Saberr in addition to paying the Charges.

10.10 Saberr must collect and collate evidence of all Expenses and must retain such evidence during the Term and for a period of 90 days following the end of the Term. Within 10 Business Days following receipt of a written request from the Customer to do so, Saberr must supply to the Customer all of the evidence for the Expenses, or those specific Expenses identified in the Customer's request, in the possession or control of Saberr.

11. Warranties

11.1 Saberr warrants to the Customer that:

(a) Saberr has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) Saberr will perform its obligations under the Agreement with reasonable care and skill; and

(c) the Application will not infringe any person's Intellectual Property Rights (excluding patent rights) under English law.

11.2 The Customer warrants to Saberr that:

(a) the Customer has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b) all the information that the Customer supplies to Saberr in relation to the Agreement (including all User Account information) is true, non-misleading, up to date and reasonably complete.

11.3 The Customer acknowledges that:

(a) save as expressly provided in the Agreement, Saberr does not give any warranties or representations as to the nature or performance of the Platform, Application or Services;

(b) complex software is never wholly free from defects, errors and bugs, and Saberr gives no warranty or representation that the Platform or Application will be wholly free from such defects, errors and bugs;

(c) whilst Saberr shall comply with the Security Policy and, as at the Effective Date, shall operate in accordance with the written answers given by Saberr in response to any security questionnaire issued by the Customer to Saberr, complex software is never wholly free from security vulnerabilities, and Saberr gives no warranty or representation that the Platform or Application will be wholly free from such vulnerabilities;

(d) Saberr does not warrant or represent that the Platform or Application will be compatible with any other application, program or software;

(e) the Customer is responsible for determining whether the Platform, Application and Services meet the Customer's requirements, and Saberr does not warrant or represent that the Platform, Application or Services will meet those requirements;

(f) transfers of unencrypted (or insufficiently encrypted) data via the internet are inherently insecure; and

(g) Saberr will not and does not purport to provide any legal, taxation or accountancy advice under or in relation to the Agreement and (except to the extent expressly provided otherwise) Saberr does not warrant or represent that the Platform, Application or Services will not give rise to any civil or criminal liability on the part of the Customer or any other person.

11.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause 12.1, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

12. Limitations and exclusions of liability

12.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c) limit any liability of a party in any way that is not permitted under applicable law; or

(d) exclude any liability of a party that may not be excluded under applicable law.

12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in the Agreement:

(a) are subject to Clause 12.1; and

(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

12.3 Neither party will be liable to the other party in respect of any loss of profits, income, revenue, turnover, use, production or anticipated savings.

12.4 Neither party will be liable to the other party for any loss of business, contracts or commercial opportunities.

12.5 Neither party will be liable to the other party for any loss of or damage to goodwill or reputation.

12.6 Neither party will be liable to the other party in respect of any special, indirect or consequential loss or damage.

12.7 Neither party will be liable to the other party for any losses arising out of a Force Majeure Event.

12.8 Subject to Saberr's compliance with Clauses 5.4 and 11.3(c), Saberr will not be liable to the Customer in respect of any loss or corruption of any data, database or software. This Clause 12.8 shall not, however, affect any liability of either party under Clause 13 or 14.

12.9 Saberr will not be liable to the Customer in respect of any loss or damage arising out of the interruption to a business process due to the temporary unavailability of the Platform or Application and/or suspension of the Services.

12.10 Subject to Saberr's compliance with Clause 11.3(c), Saberr will not be liable to the Customer for any loss or damage arising out of a computer virus, worm, logic bomb or Trojan horse transmitted to the Customer via the Platform, Application or Services.

12.11 Saberr will not be liable to the Customer for any loss or damage arising out of a denial of service attack.

12.12 Saberr will not be liable to the Customer for any loss or damage arising out of any act or omission of any person using a User Account, including any loss or damage arising out of a failure to keep passwords confidential.

12.13 Saberr will not be liable to the Customer in respect of any loss or damage arising out of the use by the Customer of an Early Access Release.

12.14 Each party's liability to the other party in relation to any event or series of related events will not exceed the greater of:

(a) GBP 10,000; and

(b) the total amount paid and payable by the Customer to Saberr under the Agreement during the 12-month period immediately preceding the event or events giving rise to the claim,

providing that this Clause 12.14 shall not, however, affect any liability of Saberr under Clause 11.1(e).

12.15 Each party's aggregate liability to the other party under or in relation to the Agreement shall not exceed GBP 100,000.

13. Data protection

13.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data and the Personal Data comprised in the Private User Data; and the Customer warrants to Saberr that it has the legal right to disclose all Personal Data that it does in fact disclose to Saberr under or in connection with the Agreement.

13.2 The Customer shall be the data controller in respect of all Customer Personal Data, and, accordingly, the Customer shall be responsible for ensuring that appropriate legal and privacy notices are provided to individuals in respect of such Customer Personal Data, and that all necessary consents are obtained in relation to such Customer Personal Data. Saberr shall be the data controller in respect of all Personal Data comprised in the Private User Data, and, accordingly, Saberr shall be responsible for ensuring that appropriate legal and privacy notices are provided to individuals in respect of such Private User Data, and that all necessary consents are obtained in relation to such Private User Data. Notwithstanding this, the provisions of Clauses 13.3 to 13.11 shall apply in relation to Personal Data comprised in the Private User Data equally as they apply in relation to the Customer Personal Data.

13.3 The Customer shall only supply to Saberr, and Saberr shall only process, in each case under or in relation to the Agreement, Personal Data of the personnel (including employees, workers and freelance contractors) of the Customer of the following types: names, job titles, contact information and other Shared User Data; and Saberr shall only process the Customer Personal Data for the following purposes: providing the Services, monitoring the provision of the Services, and conducting research into the efficacy of the Services.

13.4 Saberr shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to Clause 16 and the other provisions of this Clause 13.

13.5 Saberr shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the United Kingdom and the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing. Saberr shall promptly comply with any request from the Customer requiring Saberr to amend or delete the Customer Personal Data. Saberr shall ensure that any authorised transfers of the Customer Personal Data to any place outside the United Kingdom and the European Economic Area are protected by appropriate safeguards.

13.6 Notwithstanding any other provision of these Terms and Conditions, Saberr may process the Customer Personal Data if and to the extent that Saberr is required to do so by applicable law. In such a case, Saberr shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

13.7 Saberr shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Saberr shall ensure that access to the Customer Personal Data is limited to those employees and subcontractors who need access to the Customer Personal Data to meet Saberr's obligations under the Agreement; and in the case of any access by any employee or subcontractor, access shall be limited to such part or parts of the Customer Personal Data as are strictly necessary for performance of that employee's or subcontractor's duties. Saberr shall ensure that all employees and subcontractors are informed of the confidential nature of the Customer Personal Data; have undertaken training in the laws relating to handling Personal Data; and are aware both of Saberr's duties and their personal duties and obligations under such laws and the Agreement. Saberr shall take reasonable steps to ensure the reliability of any of Saberr's employees and subcontractors who have access to the Customer Personal Data.

13.8 Saberr and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including the measures specified in the Security Policy.

13.9 Saberr must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, Saberr shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to Saberr, providing that such notice must be given within the period of 7 days following the date that Saberr informed the Customer of the intended changes. Saberr shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on Saberr by this Clause 13.

13.10 As at the Effective Date, Saberr is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the following categories:

(a) hosting, connectivity and infrastructure services;

(b) marketing, communications and project management services;

(c) software development and support services; and

(d) coaching services,

and Saberr's appointed sub-processors within these categories are specified in the Security Policy from time to time. Saberr is further authorised by the Customer to transfer the Customer Personal Data to sub-processors within these categories situated in the USA, subject to Saberr's compliance with the final sentence of Clause 13.5.

13.11 Saberr shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

13.12 Saberr shall assist the Customer in ensuring compliance with the obligations relating to the security of processing personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. In particular, Saberr shall notify the Customer within 72 hours of any data breach affecting the Customer Personal Data.

13.13 Saberr shall make available to the Customer all information necessary to demonstrate the compliance of Saberr with its obligations under this Clause 13 and the Data Protection Laws.

13.14 Saberr shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the termination of the Agreement in accordance with Clause 16, save to the extent that applicable law requires storage of the relevant Personal Data.

13.15 Saberr shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of Saberr's processing of Customer Personal Data with the Data Protection Laws and this Clause 13.

13.16 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

13.17 Subject to Clause 13.18, Saberr may charge the Customer at its standard time-based charging rates for any work performed by Saberr pursuant to Clause 13.12, 13.13 or 13.15.

13.18 Saberr shall have no right to charge under Clause 13.17 if the relevant work arises out of:

(a) any breach of the Agreement by Saberr; or

(b) any security incident affecting the software or systems of Saberr.

14. Confidentiality and publicity

14.1 The Customer agrees and undertakes:

(a) that it will keep all Saberr Confidential Information strictly confidential and will not disclose any part of it to any other person without Saberr's prior written consent; and

(b) that it will use the same degree of care to protect Saberr Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.

14.2 Saberr agrees and undertakes:

(a) that it will keep all Customer Confidential Information strictly confidential and will not disclose any part of it to any other person without the Customer's prior written consent; and

(b) that it will use the same degree of care to protect the Customer Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.

14.3 Notwithstanding Clauses 14.1 and 14.2, but subject to Clause 13, either party may disclose the Confidential Information of the other party to its officers, employees, professional advisers, insurers, agents and subcontractors who:

(a) have a need to have access to the Confidential Information for the performance of their work; and

(b) are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

14.4 This Clause 14 imposes no obligations upon a party with respect to Confidential Information of the other party that:

(a) is known to the first party before disclosure by the other party, and is not subject to any obligation of confidentiality;

(b) is or becomes publicly known through no act or default on the part of the first party; or

(c) is obtained by the first party from a third party in circumstances where it has no reason to believe that there has been a breach of a duty of confidence.

14.5 The restrictions in this Clause 14 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, or any judicial or governmental request or order, or pursuant to the disclosure requirements relating to the listing of the stock of a party on any recognised stock exchange.

14.6 Subject to the confidentiality restrictions in this Clause 14 and unless the Customer has requested otherwise in writing, Saberr may publicly disclose that the Customer is a customer of Saberr for the Application and Services. Such disclosure may use the Customer's name and/or logo.

15. Termination

15.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination, expiring at the end of a Billing Period; providing that notice may not be given under this Clause 15.1 while any Statement of Work subsists. Accordingly, all Statements of Work must themselves be terminated before a party may exercise its rights under this Clause 15.1.

15.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).

15.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or

(d) if the other party is an individual, that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

15.4 Saberr may terminate the Agreement immediately by giving written notice of termination to the Customer if the Customer fails to pay to Saberr any amount due to be paid under the Agreement, or any other contract between the parties, by the due date.

15.5 The Agreement may only be terminated in accordance with its express terms.

16. Effects of termination

16.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.5, 7.2 (subject to this Clause 16), 8.8, 9.6, 9.7, 9.9, 10, 12, 13, 14, 16, 19 and 20.

16.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.

16.3 If the Customer so requests in writing within the period of 25 days following the termination of the Agreement, Saberr shall provide to the Customer a single copy of the Customer Data (excluding the Private User Data) stored on the Platform, in a general-purpose electronically-readable format such as .csv that can be processed without specialist software determined by Saberr in its sole discretion. Such Customer Data shall be provided to the Customer promptly following the receipt by Saberr of the request from the Customer. The Customer acknowledges that such Customer Data will be provided in its raw form and may not be suitable for any particular purpose. Saberr shall only transform such Customer Data into another form upon agreement with the Customer as to the terms of and Charges for such transformation.

16.4 At the end of the 30-day period following the date of termination, Saberr shall:

(a) anonymise the Customer Personal Data stored by Saberr; and

(b) anonymise the Private User Data stored by Saberr,

unless the relevant data has previously been deleted under Clause 16.5.

16.5 If the Customer so requests before the end of the 30-day period following the date of termination, Saberr shall permanently delete the Customer Personal Data and the Private User Data.

16.6 Subject to Clauses 16.4 and 16.5, the Customer acknowledges that Saberr may retain anonymised Customer Data in Saberr's systems indefinitely after termination, whether for use in research, technical reasons, legal reasons or otherwise; and the licence set out in Clause 7.2 shall continue after termination to the extent necessary for Saberr to exercise Saberr's rights under this Clause 16.6.

16.7 The Customer will not be entitled to any refund of the Charges upon the termination of the Agreement, nor will the Customer be released from any liability to pay Charges that have accrued before the date of effective termination.

17. Notices

17.1 Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally or by courier, or sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).

Saberr:

The Company Secretary

Saberr Limited

Stapleton House, Block A, 2nd Floor,

110 Clifton St,

London

EC2A 4HT

hq@saberr.com

The Customer:

The person, address and email address set out in the Order Form (or if no such details are set out in the Order Form, any address and email address provided by the Customer to Saberr).

17.2 If a party receives a notice by email under Clause 17.1, that party must promptly, and in any event within 5 Business Days of receipt, send an acknowledgement of receipt to the other party.

17.3 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) if the notice is delivered personally or sent by courier, at the time of delivery;

(b) if the notice is sent by recorded signed-for post, 48 hours after posting;

(c) if the notice is sent by email under Clause 5, upon the sending of the email, providing that the sender must retain evidence that the email was sent; and

(d) if the notice is sent by email under any other provision of these Terms and Conditions, upon the sending of a written acknowledgement of receipt by the recipient.

18. Force Majeure Event

18.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

18.2 If either party becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, it will:

(a) forthwith notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

18.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

19. General

19.1 The Agreement shall be governed by and construed in accordance with English law, and the courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

19.2 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

19.3 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

19.4 Save as expressly provided otherwise, the Agreement may only be varied:

(a) by the express written agreement of both parties;

(b) by Saberr unilaterally on at least 5 days' written notice if the Customer is using the Application on a free trial basis; or

(c) by Saberr unilaterally on at least 45 days' written notice expiring at the end of a Billing Period.

19.5 Each party hereby agrees that the other party may freely assign the entirety of the other party's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the other party's business from time to time. Subject to this, neither party may without the other party's prior written consent assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

19.6 Subject to Clause 13.9, the Customer hereby agrees that Saberr may subcontract any of Saberr's obligations under the Agreement.

19.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate or rescind, or agree any amendment, waiver, variation or settlement under or relating to, the Agreement are not subject to the consent of any third party.

19.8 Subject to Clause 12.1:

(a) the Agreement constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

20. Interpretation

20.1 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

20.2 The Clause headings do not affect the interpretation of the Agreement.

20.3 In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.


Schedule 1

Acceptable Use Policy

1. This Policy

This Acceptable Use Policy (the "Policy") sets out the rules governing the use of our services (the "Services") and any data, content and materials that you may submit using the Services, supply to us in connection with the Services, or process using the Services ("Data").

By using our Services, you agree to the rules set out in this Policy.

2. General restrictions

You must not use our Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services or any of the areas of the Services.

You must not use our Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

3. Discriminatory purposes

Without prejudice to the generality of Paragraph 2, you must not use our Services in any way that is unlawfully discriminatory under any applicable law.

4. Unlawful and illegal Data

You must not use our Services to store, host, copy, distribute, display, publish, transmit or send Data that is illegal or unlawful, or that will or may infringe a third party's legal rights, or that could give rise to legal action whether against you or us or a third party (in each case, in any jurisdiction and under any applicable law).

Data must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off or other intellectual property rights;

(d) infringe any rights of confidence, rights of privacy or rights under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime;

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred legislation or discrimination legislation;

(i) be in breach of official secrets legislation; or

(j) be in breach of any contractual obligation owed to any person.

You must not use the Services to process any Data that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

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