Platform Terms & Conditions

1 Definitions and interpretation

1.1 The definitions and rules of interpretation set out in the schedule shall apply to this Agreement.

1.2 In this Agreement:

(a) each Order Form entered into by the Client shall form a separate agreement, incorporating these Master SaaS Terms together with the Addendums, the Subscribed Service Specific Terms for the respective Subscribed Services (if any) and the Policies (Agreement);

(b) in the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority):

(i) the Order Form;

(ii) the Subscribed Service Specific Terms (if any);

(iii) the Addendums;

(iv) the Policies;

(v) the Master SaaS Terms; and

(vi) the Documentation; and

(c) subject to the order of priority between documents in clause (b), later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

1.3 Any obligation of Adviisa under this Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on Adviisa (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or noncommercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

2 Rights of use

2.1 Upon Order Acceptance and subject to the terms of this Agreement, Adviisa grants the Client a non-exclusive, non-transferable, personal right to:

(a) use each Subscribed Service during Service Hours; and

(b) copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Services,

within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.

2.2 The Client acknowledges that use of the Subscribed Services is at all times subject to the Client’s compliance with this Agreement (including all minimum system requirements).

2.3 The Client acknowledges that the Services do not include:

(a) any services, systems or equipment required to access the internet and/or transmit data (and all associated costs and expenses incurred by the Client in this regard in connection with use of the Services are the responsibility of the Client);

(b) data back up or disaster recovery facilities (and the Client shall ensure it at all times maintains backups of all Client Data according to its requirements); or

(c) legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.

3 Authorised Users

3.1 The Client shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with this Agreement.

3.2 The Client shall keep a list of all Authorised Users and shall notify Adviisa within 10 Business Days if any updates to any list of Authorised Users are made.

3.3 The Client shall ensure that the number of Authorised Entities for each Subscribed Service do not exceed the number of Purchased Authorised Entities for the relevant Subscribed Service at any time. The Client is entitled to remove any Entity and replace them with another Entity in accordance with the terms of this Agreement.

3.4 Without prejudice to any other right or remedy of Adviisa, in the event the Client is in breach of clause 3.3, the Client shall be liable to pay for the number of Authorised Entities above the number of Purchased Authorised Entities for that Subscribed Service for the relevant period during which usage was exceeded in accordance with Adviisa's Standard Pricing Terms.

3.5 The Client shall:

(a) be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;

(b) only provide Authorised Users with access to the Services via the access method provided by Adviisa and shall not provide access to (or permit access by) anyone other than an Authorised User; and

(c) procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Client under this Agreement, including all obligations and restrictions relating to Adviisa's Confidential Information.

3.6 The Client warrants and represents that it, all Authorised Users, all Authorised Advisers and any others acting on its or their behalf (including systems administrators), shall keep confidential and not share with any third party their password or access details for any Subscribed Service.

3.7 The Client shall (and shall ensure all Authorised Affiliates, Authorised Users and Authorised Advisers shall) at all times comply with the Acceptable Use Policy and all other provisions of this Agreement.

3.8 The Client shall comply (and shall ensure all Authorised Affiliates, Authorised Users and Authorised Advisers comply) with all applicable laws, rules, and regulations governing exportthat apply to the Services, the Client Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Client Data or the Documentation (or any part) to, or access or use the Services, the Client Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required, without first obtaining such licence or other approval. Without prejudice to Adviisa’s obligations under the Data Protection Addendum, the Client shall be solely responsible for ensuring its access, importation and use of the Services, the Client Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.

3.9 Clauses 3.5 to 3.8 (inclusive) shall survive termination or expiry of our Agreement.

4 Indemnity

4.1 The Client shall indemnify, keep indemnified and hold harmless Adviisa from and against any losses, including without limitation Data Protection Losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Client’s breach of this Agreement.

4.2 This clause 4 shall survive termination or expiry of this Agreement.

5 Support

5.1 Support Services shall be available to the Client for each Subscribed Service, for the duration of the respective Subscribed Service Period, to the extent and in the manner specified in the relevant Subscription Service Specific Terms and Order Form.

5.2 Adviisa shall use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

6 Changes to services and terms

6.1 Adviisa may at its absolute discretion make, and notify the Client of, updated versions of the documents referred to in clause 1.2 (b) or other documents referred to in any part of this Agreement (excluding in each case the Order Form) from time to time by notifying the Client of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which Adviisa elects (Update Notification).

6.2 The document(s) subject to such an Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 10 Business Days’ after the Update Notification of such revised document(s) (the Update) (or at such later date as Adviisa may specify).

6.3 Subject to the provisions of this clause 6.3, Adviisa shall be entitled to modify the features and functionality of the Services. Without restriction, such changes may include changing the volume of data which may be used, stored or transmitted in connection with the Services, altering data retention periods, placing limits on the use of Services that make use of Artificial Intelligence, or restricting access to application programming interfaces. Such changes must be introduced by an Update and any such modification shall not materially adversely affect the use of the relevant Subscribed Service(s) by Adviisa’s customers generally.

6.4 In the event that any Update has a material adverse impact on the Client, the Client may by notice elect to terminate this Agreement with immediate effect in respect of all impacted Subscribed Services provided it gives written notice to Adviisa within 1 month of the Update taking effect. In the event of such termination, the Client shall receive a refund of any pre-paid Fees in respect of such terminated Services in respect of any period following such termination.

6.5 In exercising its rights under this clause 6, Adviisa shall comply with its related obligations under the Data Protection Addendum.

7 Fees

7.1 The Fees and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Client at the rates and in the manner described in the Pricing Terms.

7.2 Adviisa shall invoice the Client for the Subscription Fees and all other Fees in accordance with the Order Form and the invoices shall be paid within 30 calendar days of the date on the invoice.

7.3 The Fees are exclusive of VAT which shall be payable by the Client in addition at the rate and in the manner prescribed by law.

7.4 Fees payable to Adviisa under this Agreement shall be paid into Adviisa’s bank account by BACS unless otherwise notified by Adviisa to the Client in writing in accordance with this Agreement.

7.5 Adviisa shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of Barclays Bank PLC, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

7.6 Adviisa shall be entitled to increase the Fees for any and all Services at any time by notice to the Client provided that Adviisa shall not be entitled to increase the Fees on less than six weeks prior notice or more than once every 12 months, and provided that if the Client does not accept the increase the Client shall be entitled to terminate the Agreement with immediate effect within 1 month of being notified of such increase, and shall be entitled to a refund of any pre-paid Fees in respect of such terminated Services in respect of any period following such termination.

7.7 To the extent this Agreement terminates or expires (other than due to termination by the Client under clauses [6.4, 7.6 or 20.3]), the Client shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.

8 Warranties

8.1 Subject to the remainder of this clause 8, Adviisa warrants that:

(a) each Subscribed Service shall operate materially in accordance with its Description when used in accordance with this Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and

(b) it shall provide each of the Services with reasonable care and skill.

8.2 The Client acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Without prejudice to Adviisa’s obligations under this Agreement in respect of Protected Data, Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.

8.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Client acknowledges that such risks are inherent in cloud services and that Adviisa shall have no liability for any such delays, interruptions, errors or other problems.

8.4 If there is a breach of any warranty in clause 8.1, Adviisa shall at its option: (i) use reasonable endeavours to rectify the issue with the impacted Services within a reasonable time; or (ii) refund the Fees for the impacted Services which were otherwise payable for the period during which Adviisa was in breach of any such warranty (provided such period is at least 5 UK business days). To the maximum extent permitted by law, this clause 8.4 sets out the Client’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.

8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 17 and shall not apply to the extent that any problem with the Services arises as a result of:

(a) incorrect access or use of the Services by the Client, any Authorised Affiliate, Authorised Adviser or any Authorised User;

(b) access to or use of any of the Services by the Client, Authorised Adviser or any Authorised User other than for the purposes for which it is intended;

(d) any modification of Services (other than that undertaken by Adviisa or at its direction);

(e) failure to install any Update or Upgrade recommended by Adviisa;

(f) Force Majeure; or

(g) any breach of this Agreement by, or negligence or other unlawful act or omission of the Client (or by any Authorised Affiliate, Authorised Adviser or Authorised User).

8.6 Adviisa may make Non-Adviisa Materials available for the Client’s use in connection with the Services. The Client agrees that:

(a) Adviisa has no responsibility for the use or consequences of use of any Non-Adviisa Materials;

(b) the Client's use of any Non-Adviisa Materials shall be governed by the applicable terms between the Client and the owner or licensor of the relevant Non-Adviisa Materials;

(c) the Client is solely responsible for any Non-Adviisa Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Adviisa Materials; and

(d) the continued availability, compatibility with the Services and performance of the Non-Adviisa Materials is outside the control of Adviisa and Adviisa has no responsibility for any unavailability of, or degradation in, the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Adviisa Materials;

8.7 The Client acknowledges and agrees that no liability or obligation is accepted by Adviisa (howsoever arising whether under contract, tort, in negligence or otherwise):

(a) that the Subscribed Services shall meet the Client’s individual needs, whether or not such needs have been communicated to Adviisa;

(b) that the operation of the Subscribed Services shall not be subject to minor errors or defects; or

(c) that the Subscribed Services shall be compatible with any other software or service or with any hardware or equipment.

8.8 Other than as expressly and specifically set out in this clause 8, and subject to clause 17.7, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the extent permitted by law.

9 Client’s responsibilities

9.1 The Client shall be responsible for:

(a) All data that they upload into the Services

(b) All users that they give access to the Services and ensuring they adhere to the terms defined within this agreement.

10 Intellectual property

10.1 All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and all Adviisa Provided Materials) belong to and shall remain vested in Adviisa or the relevant third party owner. To the extent that the Client, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, Adviisa Provided Materials or any other part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Adviisa or such third party as Adviisa may elect.

10.2 The Client, Authorised Users and Authorised Advisers may be able to store or transmit Client Data using one or more Subscribed Service and the Subscribed Services may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for Adviisa (and each of its direct and indirect sub-contractors) to use, copy and otherwise utilise the Client Data and Client Systems to the extent reasonably necessary to perform or provide the Services or to exercise or perform Adviisa’s rights, remedies and obligations under this Agreement.

10.3 To the extent Non-Adviisa Materials are made available to, or used by or on behalf of the Client, any Authorised Affiliate, Authorised Advisers or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Non-Adviisa Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Adviisa or the third party and not by this Agreement. Adviisa grants no Intellectual Property Rights or other rights in connection with any Non-Adviisa Materials.

10.4 Adviisa may use any feedback and suggestions for improvement relating to the Services provided by the Client, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Client hereby assigns all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Adviisa at the time such Feedback is first provided to Adviisa.

10.5 The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Adviisa under this Agreement.

10.6 The Client shall (and, as required, shall procure that its Affiliates and Authorised Users shall), execute such documents and perform such acts, as may reasonably be required to give effect to the assignment pursuant to this clause 10.

10.7 Except for the rights expressly granted in this Agreement, the Client, any Authorised User, any Authorised Adviser, any Client Affiliate and their direct and indirect sub-contractors or other related third parties, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part, including the Applications, Documentation, or Adviisa Provided Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.

10.8 This clause 10 shall survive the termination or expiry of this Agreement.

11 Defence against infringement claims

11.1 Subject to clauses 11.2 and 11.5, Adviisa shall:

(a) defend at its own expense any claim brought against the Client by any third party alleging that the Client’s use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (an IP Claim); and

(b) pay, subject to clause 11.3, all costs and damages awarded against the Client by a court of competent jurisdiction in final judgment (or agreed in settlement by Adviisa) of an IP Claim.

11.2 The provisions of clause 11.1 shall not apply unless the Client:

(a) promptly (and in any event within 10 Business Days) notifies Adviisa upon becoming aware of any actual or threatened IP Claim and provides full written particulars;

(b) makes no comment or admission and takes no action that may adversely affect Adviisa’s ability to defend or settle the IP Claim;

(d) gives Adviisa sole authority to defend or settle the IP Claim as Adviisa considers appropriate.

11.3 The provisions of clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.

11.4 In the event of any IP Claim, Adviisa may elect to terminate this Agreement immediately by written notice and promptly refund the Client on a pro-rata basis any unused proportion of Fees paid in advance. This clause 11.4 is without prejudice to the Client’s rights and remedies under clause 11.1.

11.5 Adviisa shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

(a) any modification of the Services (or any part) without Adviisa’s express written approval;

(b) any Non-Adviisa Materials;

(d) any Free or Trial Services (or any Support Services provided in connection with them);

(e) any Open Source Software;

(f) any breach of our Agreement by, or negligence or unlawful act of the Client;

(g) installation or use of the Services (or any part) otherwise than in accordance with this Agreement and the User Manual; or

(h) installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Adviisa.

11.6 Subject to clause 17.7, the provisions of this clause 11 set out the Client’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim or any other actual or alleged infringement of any Intellectual Property Rights.

12 Client Systems and Client Data

12.1 Client Data shall at all times remain the property of the Client or its licensors.

12.2 Except to the extent Adviisa has direct obligations under data protection laws, the Client acknowledges that Adviisa has no control over any Client Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.

12.3 If Adviisa becomes aware of any allegation that any Client Data may not comply with the Acceptable Use Policy or any other part of this Agreement, Adviisa shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful, Adviisa shall notify the Client before taking such action.

12.4 Except as otherwise expressly agreed in this Agreement, Adviisa shall not be obliged to provide the Client with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client’s and Authorised Affiliates’ businesses. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services.

12.5 Adviisa routinely undertakes regular backups of the Subscribed Services (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make Adviisa responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Adviisa shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.

12.6 Unless otherwise set out in the Order Form, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Client hereby instructs that Adviisa shall within 60 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Client Data securely dispose of such Client Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) requires Adviisa to store such Client Data. Adviisa shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with this Agreement.

13 Confidentiality and security of Client Data

13.1 Adviisa shall maintain the confidentiality of the Client Data in accordance with the provisions of clause 14 and shall not without the prior written consent of the Client or in accordance with this Agreement, disclose or copy the Client Data other than as reasonably necessary for the performance of the Services or in accordance with its express rights and obligations under this Agreement.

13.2 Adviisa shall implement technical and organisational security measures in accordance with the Information Security Addendum.

14 Confidential Information

14.1 Each party, (the Receiving Party) shall:

(a) keep confidential any information that is confidential in nature concerning the other party and/or its Affiliates (including (to the extent confidential) any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available by the other party to the Receiving Party under or in connection with this Agreement (Confidential Information); and

(b) not use, or disclose to any person, the other party's Confidential Information, except as permitted by clause 14.

14.2 The Receiving Party may:

(a) subject to clause 14.3, disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause (a) as if it were the Receiving Party

(b) disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

(c) subject to clause 14.3, use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement

14.3 To the extent that any Confidential Information is personal data and without restriction, such Confidential Information may be disclosed or used only to the extent that such disclosure or use does not conflict with Adviisa’s Data Protection Policy.

14.4 Each party recognises that any breach or threatened breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

14.5 The obligations under this clause and clause 13 above shall survive the variation, expiry or termination of this Agreement for a period of five years thereafter.

14.6 The Receiving Party shall give notice to the other party of any unauthorised use, disclosure, theft or loss of its Confidential Information immediately upon becoming aware of the same.

14.7 The provisions of this clause 14 shall not apply to information which:

(a) is or comes into the public domain through no fault of the other party, its officers, employees, agents or contractors;

(b) is lawfully received by the Receiving Party from a third party free of any obligation of confidence at the time of its disclosure;

(c) is independently developed by the Receiving Party, without access to or use of the other party's Confidential Information; or

(d) is required by law, by court or governmental or regulatory order to be disclosed provided that the Client, where possible, notifies Adviisa at the earliest opportunity before making any disclosure.

15 Monitoring compliance

15.1 During the Service Period and for seven years thereafter, the Client shall maintain full and accurate records relating to Authorised Users’, the Client’s and Authorised Affiliates’ use of the Services under this Agreement.

15.2 The Client shall allow and procure for Adviisa (and any representatives of Adviisa) access to its premises and the premises of Authorised Affiliates to:

(a) inspect use of the Services; and

(b) audit (and take copies of) the relevant records of the Client and the Authorised Affiliates relating to the Services,

in each case to the extent reasonably necessary (and legally permitted in the circumstances) to verify that the Client is in compliance with its obligations under this Agreement.

15.3 Unless otherwise agreed in writing, the inspection and audit referred to in clause 15.2 shall be undertaken:

(a) during the Client’s normal business hours on Business Days;

(b) subject to the provision by Adviisa of a minimum of five Business Days’ notice;

(d) at the reasonable cost of Adviisa, unless the audit reveals a material breach of this Agreement by the Client.

15.4 At Adviisa’s request from time to time, the Client shall promptly (and in any event within two Business Days of such request) provide Adviisa with copies of the records referred to in clause 15.1.

15.5 Adviisa may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or Adviisa’s operations and for the purposes of the further development and improvement of Adviisa’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.

15.6 This clause 15 shall survive termination or expiry of our Agreement for a period of 12 months.

16 Relief

To the maximum extent permitted by law, Adviisa shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

17 Limitation of liability

17.1 The extent of Adviisa’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 17.

17.2 Subject to clauses 17.4 and 17.7, Adviisa’s total aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with this Agreement) shall not exceed £1,000.

17.3 Subject to clause 17.7, Adviisa’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to the Fees for all Services paid to Adviisa in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement.

17.4 Subject to clause 17.7, Adviisa shall not be liable for consequential, indirect or special losses.

17.5 Subject to clause 17.7, Adviisa shall not be liable for any of the following (whether direct or indirect):

(a) loss of profit;

(b) destruction, loss of use or corruption of data;

(d) loss or damage to equipment;

(e) loss of use;

(f) loss of production;

(g) loss of contract;

(h) loss of commercial opportunity;

(i) advice or instructions that is given by any third party through the Platform, document or information provided directly or indirectly through the Subscribed Services;

(j) loss of savings, discount or rebate (whether actual or anticipated);

(k) harm to reputation or loss of goodwill; and/or

(l) wasted expenditure.

17.6 Notwithstanding any other provision of this Agreement, Adviisa’s liability shall not be limited in any way in respect of the following:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

17.7 This clause 17 shall survive the termination or expiry of this Agreement.

18 Suspension

18.1 Adviisa may suspend access to the Services (or any part) to all or some of the Authorised Users if:

(a) Adviisa reasonably suspects that there has been any misuse of the Services or material breach of this Agreement;

(b) the Client fails to pay any sums due to Adviisa by the due date for payment; or

18.2 Where the reason for the suspension is suspected misuse of the Services or material breach of this Agreement, without prejudice to its rights under clause 20, Adviisa will take steps to investigate the issue and within 20 Business Days notify the Client in writing of the outcome of the investigation, and either restore the Services or exercise Adviisa’s right to terminate this Agreement in accordance with clause 20.

18.3 In relation to suspensions under clause 18.1(b), access to the Services will be restored promptly after Adviisa receives payment in full and cleared funds.

18.4 Fees shall remain payable during any period of suspension notwithstanding that the Client, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services, however in cases where the investigation carried out pursuant to clause 18.2 determines that the Client was not at fault, the Client shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.

19 Renewals

19.1 Unless the Order Form specifies there shall be no automatic renewals and subject to clause 19.2, on expiry of the Subscribed Service Period indicated in the Order Form for each Subscribed Service, the Subscribed Service Period shall continue and automatically renew for a further period of twelve months (first Renewal Date) and thereafter renew for further periods of twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a Renewal Date). This clause 19.1 shall not apply in respect of Free or Trial Services (which shall not renew unless otherwise expressly stated in the Order Form).

19.2 If either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause the Subscribed Service to expire on that Renewal Date by notice provided such notice is served at least 45 days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 19.2, the Subscribed Service shall renew at the next Renewal Date in accordance with clause 19.1.

20 Term and termination

20.1 This Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically expire.

20.2 Adviisa may terminate this Agreement or the provision of any of the Subscribed Services for convenience on not less than 30 days’ prior written notice to the Client

20.3 Either party may terminate this Agreement immediately at any time by giving notice in writing to the other party if:

(a) the other party commits a material breach of this Agreement and such breach is not remediable;

(b) the other party commits a material breach of this Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or

(c) the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.

20.4 Adviisa may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time with or without notice.

20.5 Any breach by the Client of the Acceptable Use Policy or of clauses 3 or 10 shall be deemed a material breach of this Agreement which is not remediable.

21 Consequences of termination

21.1 On termination or expiry of this Agreement (for any reason), the rights granted by Adviisa under this Agreement shall immediately terminate and the Client shall (and shall procure that each Authorised User and Authorised Affiliate shall):

(a) immediately stop using the Services; and

(b) destroy and delete or, if requested by Adviisa, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).

21.2 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

22 Entire agreement

22.1 This Agreement and any documents entered into pursuant to it constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

22.2 Each party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and, subject to clause 22.3 shall have no remedies in respect of, any representation or warranty that is not expressly set out in our Agreement.

22.3 Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.

23 Notices

23.1 Any notice or other communication given by a party under our Agreement shall be:

(a) in writing and in English;

(b) signed by, or on behalf of, the party giving it (except for notices sent by email); and

23.2 Notices may be given, and are deemed received:

(a) by hand: on receipt of a signature at the time of delivery;

(b) byRoyal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

(c) by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and

(d) by email: on receipt of a delivery email from the correct address.

23.3 Notices and other communications shall be sent to:

(a) in the case of those to Adviisa, to Chief Operating Officer at:

Church Farm, Maris Lane, Trumptington, Cambridge, CB2 9LG; and

(b) in the case of those to the Client, to any email or physical address or contact details notified on the Order Form (as updated from time to time pursuant to clause 23.4).

23.4 Any change to the contact details of a party as set out in clause 23.3 shall be notified to the other party in accordance with clause 23.1 and shall be effective:

(a) on the date specified in the notice as being the date of such change; or

(b) if no date is so specified, five Business Days after the notice is deemed to be received.

23.5 This clause does not apply to notices given in legal proceedings or arbitration.

24 Variation

24.1 No variation of this Agreement shall be valid or effective unless it is:

(a) an Update made in accordance with this Agreement; or

(b) made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

25 Assignment and subcontracting

25.1 Except as expressly provided in this Agreement, Adviisa may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement without the Client’s consent.

25.2 Except as expressly permitted by this Agreement, the Client shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without Adviisa’s prior written consent.

26 Set off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

27 No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

28 Severance

28.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

28.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29 Waiver

29.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

29.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

29.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

30 Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

31 Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

32 Authority

Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.

33 Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

The Schedule

DEFINITIONS AND INTERPRETATION

1 In our Agreement:

Addendums means each of the following:

(a) the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under this Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at [Insert URL] (the Data Protection Addendum); and

(b) the addendum identifying certain of the parties’ respective rights and obligations in respect of security under this Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at [Insert URL] (the Information Security Addendum);

Adviisa has the meaning given in the relevant Order Form;

Adviisa Provided Materials means all of the Materials provided or made available by or on behalf of Adviisa, but excluding all Client Data and all Non-Adviisa Materials;

Adviisa's Confidential Information means all information (whether in oral, written or electronic form) relating to Adviisa’s business which may reasonably be considered to be confidential in nature including (to the extent confidential) information relating to Adviisa’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of Adviisa's Confidential Information;

Adviisa's Standard Pricing Terms means Adviisa’s standard pricing terms for each part of the Services, as amended by Adviisa from time to time;

Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;

Applications means the software or applications used by or on behalf of Adviisa to provide the Subscribed Services;

Authorised Advisers means, in respect of the relevant Subscribed Service, any third party that the Client grants access to the Platform;

Authorised Affiliates means, in respect of the relevant Subscribed Service, the Affiliates of the Client (if any) identified in the Order Form as Authorised Affiliates in respect of that Subscribed Service;

Authorised Users means, in respect of the relevant Subscribed Service, the named users authorised by the Client to use that Subscribed Service in accordance with the terms of this Agreement;

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;

Client has the meaning given in the relevant Order Form;

Client Data means all data (in any form) that is provided to Adviisa or uploaded or hosted on any part of any Subscribed Service by the Client or by any Authorised User (but excluding Feedback as defined in clause 10.5);

Client Systems means all software and systems owned or licensed by a third party to the Client, the Client’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User used in connection with the provision or receipt of the Services

Data Protection Losses has the meaning given to that term in the Data Protection Addendum;

Entity means the legal corporate entity that is defined within the Platform by the Client.

Fees means the Subscription Fees together with any other amounts payable to Adviisa under this Agreement;

Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

Free or Trial Service means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);

Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(d) whether vested, contingent or future; and

(e) wherever existing;

Master SaaS Terms means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time;

Materials means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Adviisa in connection with the Services, but excluding all Client Data;

Non-Adviisa Materials means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Client and the relevant third party (including such Non-Adviisa Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Adviisa Materials in this Agreement;

Open Source Software means any software subject to a version of the GNU General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of this Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of this Agreement;

Order Acceptance means the effective date of the relevant Order Form;

Order Form means the electronic or physical form (including its schedules, annexes and appendices (if any)) ordering the Subscribed Services entered into by or on behalf of the Client and Adviisa, incorporating these Master SaaS Terms and this Agreement (and as varied by the parties by agreement in writing from time to time);

Permitted Downtime means:

(a) scheduled maintenance which Adviisa shall use reasonable endeavours to undertake from [9pm] to [6am] (UK time);

(b) emergency maintenance; or

Permitted Purpose means use solely for the Client’s internal business operations and, in respect of each Subscribed Services, also for the internal business operations of the Authorised Affiliates identified in respect of that Subscribed Service on the Order Form, in each case in accordance with the applicable Documentation and this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;

(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));

(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or

(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part),

except as expressly permitted under our Agreement;

Platform means the Adviisa platform that forms part of the Subscribed Services from time to time;

Policies means each of the following:

(a) Adviisa’s policy on acceptable use of the Services (as Updated from time to time) (the Acceptable Use Policy); and

(b) Adviisa’s privacy policy in relation to the Services (as Updated from time to time) (the Privacy Policy);

Pricing Terms means the details of pricing and fees in respect of each part of the Services, as initially provided under the Order Form and updated from time to time in accordance with clause 7.6 or, in respect of any part of the Services for which prices are not expressly agreed, on Adviisa's Standard Pricing Terms;

Protected Data has the meaning given in the Data Protection Addendum;

Purchased Entities means, in respect of each Subscribed Service, the number of Entities who may use that Subscribed Service as set out in the Order Form;

Relief Event means any:

(a) breach of this Agreement by the Client;

(b) negligence of the Client or any Authorised Affiliate or Authorised User;

(d) Force Majeure;

Renewal Date has the meaning given in clause 19.1;

Service Hours means 24 hours a day, seven days a week excluding Permitted Downtime;

Service Period means the period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods;

Services means the Subscribed Services and the Support Services;

Subscribed Service Period means (subject to clauses 19 and 20) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with this Agreement;

Subscribed Service Specific Terms means, in respect of each Subscribed Service, the specific additional or amended terms relevant to that Subscribed Service (as Updated from time to time) which as at Order Acceptance are defined on the Order Form;

Subscribed Services means the cloud service to which the Client has subscribed as set out in the Order Form (and Subscribed Service shall refer to each respective service separately);

Subscribed Territory means, in respect of the relevant Subscribed Service, the territories identified in the Order Form except to the extent it is illegal (including as a result of any embargo) under the laws of the United Kingdom (as binding on any person) for the Subscribed Service to be provided to or received within such territories from time to time;

Subscription Fee means, in respect of each Subscribed Service, the fees payable by the Client in consideration of that Subscribed Service as set out in the Pricing Terms;

Support Services means, in respect of the relevant Subscribed Service, the support services provided by Adviisa to the Client as described in the Subscribed Service Specific Terms;

Update has the meaning given in clause 6.2, and Updated shall be construed accordingly;

Update Notification has the meaning given in clause 6.1; and

VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

2 In our Agreement, unless otherwise stated:

2.1 the table of contents, background section and the clause, paragraph, schedule or other headings in our Agreement are included for convenience only and shall have no effect on interpretation;

2.2 Adviisa and the Client are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;

2.3 words in the singular include the plural and vice versa;

2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

2.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

2.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

SAAS agreement version 1.1
April 2026