Software as a Service (SaaS) Terms & Conditions

Version number: 3.0

Effective date: 1st November 2024

1. Introduction

1.1 These terms and conditions are a contract between Digital Taxonomy Limited, incorporated in England and Wales (registered number 10477460, having its registered office at 115 Hampstead Road, London, England, NW1 3EE (“Provider”) and the person or organisation with whom the Provider is contracting to provide services (“Client”).

2. Definitions and interpretation

2.1 The following capitalised terms have the following meanings in this agreement:

Applicable Laws: all applicable laws, regulations and codes of conduct.

Business Day: any day other than a weekend or bank/public holiday in England.

Business Hours: 9am to 5pm (UK time) on Business Days.

Contract Period: 12 months or any alternative period agreed in writing between the parties

Customer Data: all data that is uploaded to the Platform by the Customer and/or comprised in Outputs.

Customer Personal Data: Personal Data that is processed by the Provider on behalf of the Customer in relation to this agreement.

End Client: any client on whose behalf the Customer uses the Services if applicable.

Intellectual Property Rights: worldwide copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any applications therefor and all rights in confidential information.

Outputs: reports and other information created or generated by the Platform for the benefit of the Customer.

Permitted Purpose: the categorisation of “verbatims” and other Customer Data either on its own account or as a service to its End Clients;

Personal Data: any personal data as defined in Data Protection Laws.

Platform: the Provider’s web-based system used to provide the Service.

Services: the codeit SaaS and any related services provided by the Provider to the Client.

Workload: A single verbatim response processed (coded, auto-translated or processed with text analytics) within a codeit Task.

in writing: all forms of visible reproduction in permanent form (including email unless otherwise stated).

2.2 Words in the singular include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate. Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation.

3. Services

3.1 In consideration of the payment of fees by the Customer, the Provider shall provide the Services to the Customer.

3.2 Subject to this agreement, the Provider shall provide the Services with reasonable skill and care.

4. Free trial

4.1 The Customer agrees that it will only use any free trial for the purpose of a genuine assessment of the Service.

4.2 The free trial is subject to the time limits and/or Workloads volume specified by the Provider.

5. Customer’s obligations

5.1 The Customer agrees that:

5.1.1 it shall provide reasonable cooperation to the Provider in connection with the Services;

5.1.2 it shall not permit anyone other than its own employees to use the Platform unless otherwise agreed in writing by the Provider;

5.1.3 it shall ensure that authorised users use the Services in accordance with this agreement;

5.1.4 it shall take reasonable care, including reasonable security measures relating to account access details, to ensure that no unauthorised person may gain access to the Platform and to promptly notify the Provider of any apparent security breach;

5.1.5 it shall not make or attempt to make any alterations to the Platform; and

5.1.6 it shall not use the Services in any way that causes, or might reasonably be expected to cause, damage to the Platform or impairment of the availability or accessibility of the Services.

6. Fees

6.1 The Customer shall pay the Provider’s fees as agreed by the parties in writing.

6.2 Unless otherwise agreed in writing, the fee shall be a one-off payment in advance covering up to the agreed Workloads volume. Unused Workloads are not carried over into future Contract Periods and it is the Customer’s responsibility to use these Workloads during the relevant Contract Period. The Customer is entitled to an overage of additional Workloads of up to 10% of the agreed Workload volume at no extra cost provided such additional Workloads are used within the same Contract Period.

6.3 Unless otherwise agreed in writing, the Provider’s fee shall include up to 60 minutes of introductory training via an online meeting at a time to be mutually agreed. The Customer is otherwise responsible for ensuring that all of its users are appropriately trained at the Customer’s expense. Any training that the Provider agrees to provide beyond the above-mentioned introductory session shall be subject to the Provider’s standard charges for such Services.

6.4 The Provider’s fees are payable within 30 days of invoice.

6.5 All fees quoted are subject to VAT which shall be payable in addition by the Customer at the applicable rate.

6.6 The Customer shall pay the Provider’s fees without any withholding, deduction, counterclaim or setoff.

6.7 The Provider may charge interest to the Customer on overdue sums (both before and after judgment) at the rate that would be applicable for the time being if the amount due was a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

6.8 The Provider is entitled to suspend the Services if and for so long as any fees due to the Provider are unpaid.

7. Support and maintenance

7.1 The Provider shall provide email support during Business Hours or any alternative times specified by the Provider from time to time. Unless otherwise agreed by the Provider in writing, such support shall be provided to the nominated users of the Customer agreed with the Provider in writing and shall only relate to faults in the Service. The Provider’s support service does not apply to issues with the Customer’s own service or user training.

7.2 When seeking support, the Customer shall use its best endeavours so supply all relevant information to the Provider in order to enable the Provider to diagnose faults.

7.3 The Provider shall use reasonable endeavours to resolve support issues within three Business Hours or as soon as possible thereafter. Where the resolution time exceeds three Business Hours, the Provider shall use reasonable endeavours to provide a workaround solution to Service or to enable use that is as close to normal as is possible under the circumstances.

7.4 The Provider is entitled without notice and without liability to suspend the Services for repair, maintenance, improvement or other technical reason. For any planned maintenance, the Provider will endeavour to provide reasonable notice.

8. Term and termination

8.1 This agreement terminates at end of any free trial period unless the Customer signs up for the paid Services. If so, this agreement continues until the end of the Contract Period at which point the agreement automatically terminates unless the parties agree to a new Contract Period in which case the agreement shall continue until the end of the new Contact Period (or multiple Contract Periods if applicable) and these terms and conditions shall continue to apply.

8.2 Either party may terminate this agreement immediately on notice in writing if the other:

8.2.1 is in material default of its obligations under this agreement and (where remediable) has failed to substantially remedy the default within 30 days after notice in writing (not email) is given to the defaulting party specifying the default; or

8.2.2 suffers, or threatens to suffer, any form of insolvency, receivership, administrative receivership, administration or ceases, or threatens to cease, to carry on business.

8.3 Upon the expiration or termination of this agreement for any reason:

8.3.1 accrued rights and liabilities will be unaffected; and

8.3.2 all clauses which are expressed or clearly intended to survive termination shall survive together with any other provision necessary for the interpretation or enforcement of this agreement.

9. Warranties

9.1 The Provider:

9.1.1 excludes all implied terms, conditions, warranties and representations howsoever arising that are not expressly stated in this agreement;

9.1.2 makes no warranty that the Services are error free or that their use will be uninterrupted or free from vulnerabilities; and

9.1.3 makes no warranty that the Client will achieve any revenue or other objective as a result of using the Services.

9.2 The Customer warrants that it owns or has obtained all necessary rights, permissions and licences to enable the Provider’s use of Customer Data under this agreement.

9.3 Each party warrants to the other that is shall comply with Applicable Laws and not infringe any third party rights in connection with this agreement.

10. Liability

10.1 Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to a party includes that party’s officers, employees, agents and subcontractors, who have the right to enforce this agreement.

10.2 Subject to clause 10.1, the Provider shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:

10.2.1 loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or

10.2.2 indirect, consequential or special losses.

10.3 Subject to the clause 10.1, the total liability of the Provider in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, of any kind for any act or omission or series of connected acts or omissions shall in no circumstances exceed the total fees payable to the Provider in the 12 months before the first act or omission complained of.

10.4 The Customer agrees to indemnify the Provider against all claims and liabilities related to the Customer’s use of the Services or breach of this agreement except insofar as the Provider is at fault.

10.5 This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties in relation to such matters including any proposals or presentations (unless otherwise expressly stated in this agreement). Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements.

11. Intellectual Property Rights

11.1 Save as expressly stated otherwise, nothing in this agreement shall operate to assign or transfer any Intellectual Property Rights from either party to the other.

11.2 The Provider grants to the Customer a non-exclusive, non-transferable right for the Customer to use the Services for the Permitted Purpose during the period of this agreement.

11.3 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store and export, the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this agreement.

12. Data Protection

12.1 The Customer acknowledges and agrees that the Provider may process the Customer’s personal information in accordance with the terms of its privacy policy which is subject to change from time to time.

12.2 Insofar as the Provider acts as a processor, both parties shall comply with the Data Processing Agreement at Schedule 1.

13. Confidentiality

13.1 Each party shall in respect of the other party’s confidential information (meaning information in any form of a clearly confidential nature obtained in connection with this agreement including the Customer Data in the case of the Customer):

13.1.1 make reasonable efforts to keep it confidential and secure, using as a minimum the same degree of care as it uses to protect its own confidential information;

13.1.2 not disclose it to anyone else (except employees, agents or subcontractors who need to know the information); and

13.1.3 only use it for the purpose of this agreement.

13.2 This confidentiality requirements above shall not apply to information which:

13.2.1 becomes public knowledge other than through a breach of this agreement;

13.2.2 can be shown to have been lawfully in the possession of the recipient before the disclosure took place;

13.2.3 is lawfully obtained from a third-party;

13.2.4 is disclosed under legal, accounting or regulatory requirements; or

13.2.5 is disclosed to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement on similar terms to this clause including, but not limited to, a prospective purchaser of or investor in the business of either party and provided that such person undertakes only to use the information for the purpose of such bona fide and legitimate interest.

14. Non-solicitation

14.1 The Customer agrees that, during this agreement and for 24 months thereafter, it will not either for itself or for or in conjunction with anyone else solicit, employ, engage or entice away or attempt to do so any employees, agents or subcontractors used by the Provider, or by any company connected with the Provider, in connection with the Service.

15. General

15.1 Neither party is liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond that party’s reasonable control including acts of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including those involving the party’s or its suppliers’ workforce, or epidemics/pandemics. but excluding circumstances resulting in the Customer’s inability to pay

15.2 Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or, unless stated otherwise, by email, subject to the email not having been returned. Notices sent by hand are deemed received on receipt of a signature at the time of delivery. Notices by special delivery are deemed received on the second English business day after posting and by international signed-for post on the fourth English business day after posting. Emails are deemed received when sent.

15.3 Unless otherwise expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing, expressed to be an amendment to this agreement and signed by a duly authorised representative of each of the parties.

15.4 The Customer shall not be entitled to assign or transfer any of its rights or obligations under agreement without the prior consent in writing of the Provider not to be unreasonably withheld or delayed. The Provider is entitled to subcontract any of its obligations under this agreement but remains liable to the Customer for performance of those obligations.

15.5 The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

15.6 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.

15.7 Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.

15.8 The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.

15.9 This contract is subject to the law, and exclusive jurisdiction of the courts, of England and Wales.

Schedule 1

Data Processing Agreement

Definitions

1. In this agreement:

a) “controller”, “processor”, “data subject”, “personal data” and “processing” have the same meanings as set out in Data Protection Laws;

b) “Data” means Customer Personal Data; and

c) “Data Protection Laws” means all applicable data protection and privacy laws, regulations and guidance including guidance or codes of practice issued by the Information Commissioner’s Office (“ICO”) from time to time.

Data processing

2. The following are the details of the processing to be carried out by the Provider in relation to Data:

a) Subject matter: Customer Personal Data.

b) Duration of the processing: The period of this agreement.

c) Nature and purpose of the processing: To enable the Provider to supply the Services to the Customer.

d) Type of personal data: Any contact information of survey participants or other Personal Data that the Customer includes within Customer Data.

e) Categories of data subject: Survey participants and/or others.

f) Obligations and rights of the controller: See below.

3. The Provider agrees to the following in relation to such Data:

a) to process the Data in accordance with Data Protection Laws (and nothing in this agreement relieves the obligations of the Provider of its own direct responsibilities and liabilities under Data Protection Laws);

b) to process the Data only so far as is necessary for the purpose of performing the Services;

c) process the Data (including when making international transfers) only in accordance with the Customer’s documented instructions (including as set out in this agreement) unless the law requires otherwise in which case the Provider shall inform the Customer before processing (unless the law prohibits the Provider from so doing);

d) if transferring Data outside the UK (which the Customer hereby authorises the Provider to do), to comply with any legal basis for transfer including use of applicable standard contractual clauses created by the ICO;

e) not disclose Data to anyone other than to its employees, agents or subcontractors except insofar as permitted in this agreement and shall ensure that those persons are subject to an obligation of confidentiality in relation to the Data;

f) maintain technical and organisational security measures (including where applicable in relation to encryption, pseudonymisation, resilience of processing systems, backing up personal data in order to be able to reinstate the system and testing) sufficient to comply with the obligations imposed on the Customer under Data Protection Laws;

g) not subcontract any processing of Data without the Customer’s prior written consent and;

  • the Customer is deemed to consent to sub-processing by the Provider’s current host, Microsoft, and any other sub-processors listed on the Provider’s website as of the date of this agreement; and
  • the Provider shall give the Customer at least 14 days’ notice in writing of the proposed appointment of any new sub-processor in which case the following shall apply:

i) if the Customer does not object within such period, the Customer will be deemed to have consented to the appointment of the new sub-processor; and

ii) if the Customer does object within such period, the Provider is entitled within 14 days of such objection to terminate this agreement to the extent that it relates to services which require the use of the proposed sub-processor;

h) in respect of any sub-processors:

  • impose on the sub-processor the same obligations in relation to Data that are imposed on the processor under this agreement; and
  • the Provider remains fully liable to the Customer for the performance of the sub-processor’s obligations;

i) take reasonable steps to assist the Customer in complying with the Customer’s own obligations under Data Protection Laws including:

  • responding to subject access requests;
  • keeping Data secure;
  • notifying data subjects about personal data breaches;
  • carrying out any data protection impact assessment (”DPIA”); and
  • consulting with the relevant supervisory authority where applicable following a DPIA;

j) on termination of this agreement, at the Customer’s option either delete or return all Data to the Customer within 14 days, unless the Provider is legally required to retain the Data;

k) make available to the Customer all information necessary:

  • to demonstrate compliance with its obligations relating to Data both in this agreement and under Data Protection Laws; and
  • to submit and contribute to audits carried out by the Customer or an auditor appointed by the Customer; and

l) immediately inform the Customer if in its opinion a Customer instruction does not comply with Data Protection Laws.

Replacement of this schedule

4. The Provider may at any time on not less than 30 days’ notice revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the ICO.