Software-as-a-Service (SaaS) Terms and Conditions

These Terms and Conditions apply to the provision of the Service by Tailored Tech Labs LTD ("the Service Provider") to the Customer. These Terms and Conditions are incorporated by reference into the Order Form agreed between the Parties.

1. Definitions and Interpretation

   1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

2. Unless the context otherwise requires, each reference in this Agreement to:

   1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
   2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
   3. “this Agreement” is a reference to these Terms and Conditions, the Order Form, and each of the Schedules/Policies incorporated by reference as amended or supplemented at the relevant time;
   4. a Schedule is a schedule to this Agreement; and
   5. a Clause, sub-Clause or paragraph is a reference to a Clause of these Terms and Conditions or a paragraph of the relevant Schedule.

3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

4. Words imparting the singular number shall include the plural and vice versa.

5. References to any gender shall include the other gender.

6. The Service

   1. The Service Provider shall, with effect from the Commencement Date, provide the Service to the Customer on a non-exclusive basis for the duration of the Term of this Agreement and in accordance with the terms and conditions of this Agreement.
   2. The Service Provider shall provide the Customer with access to the Applications and shall use its best and reasonable endeavours to ensure that such access is available, without interruption, 24 hours a day, 7 days a week, 365 days a year. This undertaking shall be subject to the exceptions contained in Clauses 4, 12, 18 and 19 of this Agreement.

7. Term

   The Service will be provided by the Service Provider during the term of this agreement (the “Term"), which shall commence on the Commencement Date and will continue on a monthly rolling basis unless otherwise terminated in accordance with Clause 19 of this Agreement.

8. Fees, Payment, and Additional Features

   1. The Fees due for the Service are specified in the Order Form.
   2. The Customer shall pay to the Service Provider all Fees due monthly in advance within 14 days of receipt of an invoice from the Service Provider for the same.
   3. In the event that the Customer does not pay all Fees due within the time period specified in sub-Clause 4.2 above, the Service Provider shall be entitled to suspend the Customer’s access to the Applications and Service until all outstanding Fees and accrued interest are paid in full.
   4. In the event that the Customer fails to pay under sub-Clause 4.3 then, without prejudice to sub-Clause 4.3, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 8% per annum over the Bank of England base rate obtaining at the time.
   5. The Service Provider reserves the right to vary the Fees from time to time as it may deem appropriate. The Customer shall receive 30 days’ written notice of any such variation. Such variations shall take effect upon expiry of such notice.
   6. Usage Limits and Overages: The Customer’s use of the Service is subject to the usage limits (including active Users and data storage limits) set out in the Order Form. If the Customer exceeds the permitted Usage Limits in any given billing cycle, the Service Provider reserves the right to automatically apply overage charges to the subsequent month's invoice at the rates specified in the Order Form.
   7. Custom Development and Additional Features: Any out-of-scope custom features or development work requested by the Customer after this Agreement is signed will be subject to a separate written quotation and agreement prior to commencement. Depending on the scope and nature of the request, the Service Provider may quote for such work as a one-off fixed project fee, or as an agreed increase to the flat monthly Service Fee (to be executed via an Order Form Addendum or replacement Order Form).

9. The Applications

   1. The Applications to which the Customer shall have access are detailed in the Order Form to this Agreement.
   2. The Customer is free during the term of this Agreement to either add to or remove from the selection of Applications, subject to availability of required applications from the Service Provider. The Fees shall be amended accordingly in the event of such modification.

10. Training

    Training is not included in the standard Service Fees. Any training requested by the Customer may be provided at the Service Provider's sole discretion, subject to a separate written agreement and additional fees.

11. Security

    1. The Service Provider shall ensure that the Cloud Infrastructure includes industry-standard TLS/HTTPS encryption in transit, Row-Level Security (RLS) policies, and Role-Based Access Control (RBAC).
    2. The Service Provider shall ensure that daily backups are made of all Customer Data held in the database forming part of the Cloud Infrastructure. Such backups will be stored securely in the United Kingdom (London) region on the Service Provider’s database hosting infrastructure.

12. Maintenance

    1. The Service Provider shall be responsible for all maintenance and upgrades to the Cloud Infrastructure which may from time to time be required.
    2. Subject to the provisions of Clause 12, the Customer shall be responsible for all maintenance and upgrades to the Customer Computer Systems which may from time to time be required.
    3. Routine and planned maintenance to the Cloud Infrastructure and Application shall generally be performed outside of standard business hours. The Service Provider is not obligated to provide advance notice for such routine maintenance.
    4. In the event that critical corrective maintenance or bug fixes are required during standard business hours, the Service Provider shall provide the Customer with as much advance notice as is reasonably practicable under the circumstances.
    5. Whenever possible, the Service Provider shall provide a workaround solution to the Customer to enable the Customer’s continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.

13. Software Licences

    1. The Customer shall use all Applications under a non-exclusive, non-transferrable licence, as set out in this Agreement. This licence permits a maximum number of Users to access the Applications at any given time (as set out in the Order Form) and such access is only permitted through a secure web browser accessing the application URL or via any associated mobile application. Use of mobile applications may be subject to the separate terms and conditions of the relevant third-party application store (e.g., the Google Play Store or Apple App Store).
    2. All Applications provided by the Service Provider are the property of the Service Provider unless otherwise stated and shall be covered by the terms of the licence included in this Agreement.
    3. Where Applications are the property of a third party, the Service Provider warrants that they have all requisite authority to sub-licence such applications to the customer for the purposes of this Agreement and for use under its terms.

14. Applications and Cloud Infrastructure Terms of Use

    1. Under this Agreement, as indicated in sub-Clause 9.1 above, a maximum number of Users may access the Applications through the Cloud Infrastructure at any given time.
    2. Users’ access to the Applications and the Cloud Infrastructure shall be controlled by means of a unique username (their email address), a user-chosen password more than 6 characters long, and secure authentication tokens.
    3. Should the Customer require an increased maximum number of Users, such an increase shall be permitted at the exclusive discretion of the Service Provider. The Service Provider reserves the right to increase Fees proportionately, in accordance with the Order Form, in the event of an increase in the maximum number of Users.
    4. Use by Non-Customer Users is not permitted under this Agreement in the absence of express written consent from the Service Provider, such consent not to be unreasonably withheld. The Service Provider may require such details as the reason that access to the Applications and Cloud Infrastructure is required by the Non-Customer User, details of the Non-Customer User and other information which may be specified from time to time.
    5. The Customer shall use the Service exclusively for the purposes of carrying on its business to the level of detail reasonably required by the Service Provider.
    6. The Service Provider shall monitor the Customer’s use of the Applications and Cloud Infrastructure from time to time to ensure compliance with the terms and conditions of this Agreement and with the Acceptable Usage Policy incorporated into this Agreement. In the event that the Customer’s use of the Service exceeds levels deemed reasonable by the Acceptable Usage Policy, the Service Provider reserves the right to increase Fees as it deems appropriate, supplying 30 days’ written notice to the Customer of such an increase.
    7. The Customer may only access the Applications detailed in the Order Form to this Agreement. No access to other parts of the Cloud Infrastructure shall be permitted in the absence of express written permission from the Service Provider.
    8. The Customer is exclusively responsible for its use of the Service, including the conduct of individual Users (Users to include any authorised Non-Customer Users) and must ensure that all use is in accordance with this Agreement. The Customer shall notify the Service Provider immediately of any breaches of this Agreement by any Users or Non-Customer Users.
    9. Access to the Applications is only permitted through a secure web browser accessing the application URL or an authorized mobile application, via the Cloud Infrastructure. Under no circumstances may the Customer download, store, reproduce or redistribute the Applications, without first obtaining the express written permission of the Service Provider.
    10. The Customer’s use of the Applications and Cloud Infrastructure may, from time to time, be governed by statutory or regulatory rules and requirements external to the terms and conditions of this Agreement. It shall be the Customer’s exclusive responsibility to ensure that their use of the Service is in compliance with any such laws.
    11. The Customer’s use of the Service shall be subject to the following limitations, any of which may be waived by the Service Provider giving their express written consent:
        1. The Customer may not use or redistribute the Applications for the purpose of conducting the business of a Software-as-a-Service Provider;
        2. The Customer may not redistribute or reproduce the Applications through any network; and
        3. The Customer may not allow any unauthorised third party to access the Applications.
    12. Neither the Customer, nor anyone on their behalf may, in the absence of written consent from the Service Provider:
        1. Make changes of any kind to the Applications; or
        2. Attempt to correct any fault or perceived fault in the Applications.

15. Customer Computer Systems

    1. The Customer is responsible for ensuring that its Customer Computer Systems are capable of accessing the Service. The Customer systems require only a standard, up-to-date web browser and an active internet connection.
    2. In the event of any unauthorised access by the Customer of Applications or the Cloud Infrastructure, in breach of Clause 10 or otherwise, the Service Provider shall be entitled to terminate access indefinitely or temporarily as it deems appropriate and to terminate this Agreement in accordance with Clause 19 below.
    3. The Customer shall ensure that no Customer Computer Systems are connected to a third party SaaS system or other service, communications system or network in such a way that the Service may be accessed by unauthorised third parties.

16. Support

    1. The Service Provider shall provide support services via the feedback form within the Application and via email to support@tailoredtech.uk during their normal business hours, such business hours to exclude public holidays. The support provided by the Service Provider shall relate only to the Applications. Any problems which are related to Customer Computer Systems must be resolved by the Customer’s own support staff.
    2. When seeking support the Customer shall use its best and reasonable endeavours to provide the fullest information possible to aid the Service Provider in diagnosing any faults in either the Applications or the Cloud Infrastructure.
    3. The Service Provider shall aim to respond to all support problems within 24 Business Hours or as soon as possible thereafter.
    4. Whenever possible, the Service Provider shall provide a workaround solution to the Customer to enable the Customer’s continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.

17. Intellectual Property

    1. Subject to sub-Clause 13.2 all Intellectual Property Rights subsisting in the Applications and the Cloud Infrastructure, including any supporting software and documentation are the property of the Service Provider. For the purposes of this Clause 13, ‘Applications’ and ‘Cloud Infrastructure’ along with supporting software and documentation are taken to include the manner in which all such material is compiled and presented.
    2. Where expressly indicated, the Intellectual Property Rights subsisting in certain Applications including any supporting software and documentation may be the property of named third parties.
    3. The Customer shall not either during the term or after the expiry of this Agreement permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause 13. Use by the Customer and its employees of the Service shall be only within the terms of this Agreement.
    4. The Customer shall not, in the absence of the Service Provider’s written consent, reproduce, adapt, translate, reverse-engineer, or make available to any third party any of the Applications, any part of the Cloud Infrastructure, or any other material associated with this Agreement where such activity goes beyond the scope of actions permitted by the terms and conditions of this Agreement.
    5. Where the Customer either suspects or is aware of any breach of Intellectual Property Rights covered by this Clause 13 it shall be under a duty to inform the Service Provider of such breach immediately.

18. Customer Data

    1. Subject to sub-Clause 14.2 all Intellectual Property Rights subsisting in Customer Data are and shall remain the property of the Customer.
    2. Certain Customer Data may belong to third parties. In such cases, the Customer warrants that all such Customer Data is used with the consent of relevant third parties.

19. Confidentiality

    1. During the Term of this Agreement and after the termination or expiration of this Agreement for any reason, the Service Provider shall use its best and reasonable endeavours to ensure that all Customer Data is kept secure and confidential. The Service Provider shall not, in the absence of express written consent from the Customer, disclose Customer Data to any third party unless such disclosure is required by law in which case the Customer shall be notified in writing of the disclosure. Processing of personal data is strictly governed by the Data Processing Agreement and the Service Provider's Privacy Policy.
    2. During the Term of this Agreement and after termination or expiration of this Agreement for any reason for a period of 2 years, the following obligations shall apply to the Party receiving Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”).
    3. Subject to sub-Clause 15.4, the Receiving Party:
       1. may not use any Confidential Information for any purpose other than the performance of their obligations under this Agreement;
       2. may not disclose any Confidential Information to any third party except with the prior written consent of the Disclosing Party; and
       3. shall make every effort to prevent the unauthorised use or disclosure of the Confidential Information.
    4. The obligations of confidence referred to in this Clause 15 (excluding sub-Clause 15.1) shall not apply to any Confidential Information that:
       1. is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
       2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
       3. is required to be disclosed by any applicable law or regulation; or
       4. is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
    5. Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this Clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which they may be entitled.
    6. The obligations of the Parties under all provisions of this Clause shall survive the expiry or the termination of this Agreement irrespective of the reason for such expiry or termination.

20. Liability

    1. The Service Provider shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer even if such loss is reasonably foreseeable or if the Service Provider has been advised of the possibility of the Customer incurring it.
    2. The Service Provider’s entire liability to the Customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to 10% of the total annual fee paid by the Customer to the Service Provider.
    3. Notwithstanding any other provision in this Agreement, the Service Provider’s liability to the Customer for death or injury resulting from the Service Provider’s own negligence or that of their employees, agents or sub-contractors shall not be limited.

21. Indemnity

    1. The Customer will fully indemnify the Service Provider against all costs, expenses, liabilities, losses, damages and judgments that the Service Provider may incur or be subject to as a result of any of the following:
       1. The Customer’s misuse of the Applications, Cloud Infrastructure or any other element of the Service;
       2. The Customer’s breach of this Agreement; or
       3. The Customer’s negligence or other act of default.
    2. The Service Provider shall be under no obligation to indemnify the Customer against any costs, expenses, liabilities, losses, damages and judgments that the Customer may incur or be subject to arising out of any matter covered by this Agreement.

22. Force Majeure

    1. Neither the Service Provider nor the Customer shall be liable for breaching this Agreement where that breach results from Force Majeure.
    2. Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

23. Termination

    1. The Service Provider reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:
       1. If the Customer fails to pay Fees due under Clause 4 of this Agreement;
       2. If the Customer is in breach of the terms of this Agreement;
       3. If the Customer becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986.
       4. If the Customer is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
       5. If the Customer has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
    2. The Customer reserves the right to terminate this Agreement in the following circumstances:
       1. If the Service Provider is in breach of the terms of this Agreement;
       2. If the Service Provider becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
       3. If the Service Provider is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
       4. If the Service Provider has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
    3. Upon termination of this Agreement in accordance with this Clause 19 or the expiry of this Agreement, the Service Provider shall revoke the Customer's access to the Applications. The Customer shall immediately cease all use of the Service.

24. Notices

    1. All notices under this Agreement shall be in writing.
    2. Notices shall be deemed to have been duly given:
       1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
       2. when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
       3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
       4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    3. In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

25. Relationship of Parties

Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between the Service Provider and the Customer.

22. Assignment

Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

23. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

24. Entire Agreement

    1. This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
    2. Amendments and Updates: The Service Provider reserves the right to amend or update these Terms and Conditions, the Acceptable Usage Policy, the Data Processing Agreement, or the Privacy Policy from time to time to reflect changes in the Service, legal or regulatory requirements, or standard business practices. The Service Provider shall provide the Customer with at least 30 days' written notice of any material changes. The Customer's continued use of the Service following the expiry of such notice period shall constitute acceptance of the amended terms.

25. No Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

26. Non-Exclusivity

The relationship between the Parties under this Agreement is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.

27. Dispute Resolution (Arbitration)

    1. It is agreed that where any dispute or difference relating to this Agreement arises between the Parties that matter shall be referred to the arbitration of a single arbitrator with appropriate qualifications and practical experience to resolve the particular dispute.
    2. The arbitrator shall be agreed by the Parties or in the event of failure to agree shall be appointed by the President for the time being of the Law Society of England and Wales.
    3. The arbitration shall take place in Southampton and shall be in accordance with the Arbitration Act 1996 or any re-enactment or modification of that Act for the time being in force.
    4. The Parties shall promptly furnish to the arbitrator all information reasonably requested by him relating to the particular dispute, imposing appropriate obligations of confidence.
    5. The Parties shall require the arbitrator to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible as soon thereafter as may reasonably be practicable. The Parties shall co-operate fully with the arbitrator to achieve this objective.
    6. The Parties shall share the fees and expenses of the arbitrator equally. The decision of the arbitrator shall be final and binding upon both Parties.
    7. The Parties agree to exclude any right of application or appeal to the courts of England and Wales concerning any question of law arising in the course of the arbitration.

28. Law and Jurisdiction

    1. This Agreement shall be governed by the laws of England and Wales.
    2. Any dispute between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales.