If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel.
Customer shall: (a) provide us with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required by us in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract; (c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of the Contract and the User Terms and shall be responsible for any Authorised User's breach of the Contract and/or User Terms; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under the Contract, including without limitation the Services; (f) ensure that its network and systems comply with the relevant specifications provided by us from time to time; and (g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet.
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level compliant with ISO27001. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorised Users do with Customer Data. That is Customer’s responsibility.For the purposes of the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and any applicable data protection and privacy legislation in force from time to time in the UK (“Data Protection Legislation”), we shall be the “data processor” and Customer shall be the “data controller” in respect of personal data processed by us on Customer’s behalf during the provision of the Services.
This paragraph sets out the subject-matter, nature and purpose, duration of the processing, the type(s) of personal data being processed, and the categories of data subjects. We will process Customer Data and any other information about Customer employees input into the Services by Customer or its employees (including name, position, contact details, employment history, and career objectives). We will process such data by virtue of providing our cloud-based software Services to Customer. The processing will continue for the duration of the Contract.
Both parties will comply with all applicable requirements of the Data Protection Legislation.
We shall, in relation to the Customer Data: (a) process the Customer Data only on the documented written instructions of Customer (including any transfer of the Customer Data outside of the European Economic Area and the United Kingdom) unless we are required by Data Protection Legislation to otherwise process the Customer Data; (b) ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to: the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of the data; and the nature of the data to be protected, in all cases having regard to the state of technological development and the cost of implementing any measures; (c) ensure that all personnel who have access to and/or process the Customer Data are obliged to keep it confidential; (d) assist Customer, at Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (e) notify Customer without undue delay and, where practicable, within 48 hours, on becoming aware of a personal data breach affecting the Customer Data; (f) at the written direction of Customer, delete or return the Customer Data and copies thereof to Customer on termination of the Contract in accordance with the section headed “Effect of termination” unless required by Data Protection Legislation to store the Customer Data; (g) maintain complete and accurate records and information to demonstrate our compliance with Data Protection Legislation and allow for audits by Customer or Customer’s designated auditor, only so far as is necessary in order to demonstrate compliance, provided that Customer provides us with no less than 30 days’ notice of such audit or inspection; and (h) inform Customer immediately if, in our opinion, an instruction from Customer infringes (or, if acted upon, might cause an infringement of) the Data Protection Legislation.
Customer acknowledges and consents generally to our appointment of third parties as sub-processors of the Customer Data. We confirm that we shall impose on all sub-processors equivalent data protection obligations as set out in these Customer Terms, and we shall remain fully liable for the actions of such sub-processors at all times. We shall give Customer prior notice of the appointment of any new sub-processors and provide Customer with full details of the processing to be undertaken by the sub-processor, thereby giving Customer the opportunity to object to such appointment. If we so notify Customer of any changes to sub-processors and Customer objects to such changes, Customer will be entitled to terminate the Contract (without liability for either party, and such termination will be deemed to be a no-fault termination) if Customer has reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause Customer to be in breach of the Data Protection Legislation, and Customer will no longer have access to the Services.
Third party providers
Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not us. We recommend that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
As between us on the one hand, and Customer and any Authorised Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorised Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this license.
And what’s ours is ours
We own and will continue to own our Services, including all related intellectual property rights. All of our rights not expressly granted by this license are hereby retained. This includes all rights (including intellectual property rights) in any developments, integrations, customisations, modifications and updates we create as requested by you as part of the Support or otherwise.
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level compliant with ISO27001. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorised Users do with Customer Data. That is Customer’s responsibility.For the purposes of the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and any applicable data protection and privacy legislation in force from time to time in the UK (“Data Protection Legislation”), we shall be the “data processor” and Customer shall be the “data controller” in respect of personal data processed by us on Customer’s behalf during the provision of the Services.
Contract term
The Contract will continue in respect of Customer’s use of our free service until either all of Customer’s accounts are deleted or the Contract is otherwise terminated in accordance with its terms. If you purchase additional subscription(s) from us in accordance with a Licence Agreement agreed between us, this Contract will terminate and the Licence Agreement shall apply instead.
Termination for cause
We or Customer may terminate the Contract on notice to the other party if: (a) the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach; (b) the other party takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or if the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or (c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users.
We may terminate the Contract immediately on notice to Customer if: (a) we reasonably believe that the Services are being used by Customer or its Authorised Users in violation of applicable law; or (b) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified to make such payment (without prejudice to our right to restrict the Customer’s access to the Platform).
Termination without cause
Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.
Effect of terminationUpon any termination of the Contract: (a) all rights and access granted to Customer in respect of the Services shall immediately terminate, and we shall have the right to terminate and/or prevent such access; and (b) we may destroy or otherwise dispose of any Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of our receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data. Please note that we are entitled to retain any data (including Customer Data) that we have anonymised.
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the Contract after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of the Contract after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
Representations and warrantiesCustomer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the User Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE SERVICES AND/OR THE INFORMATION OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Limitation of liability
IN NO EVENT WILL CUSTOMER’S OR PARTNER.IO AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED £5,000. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR PARTNER.IO HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorised Users. We will not be responsible for any damages, losses or liability to Customer, Authorised Users, or anyone else, if such information is not kept confidential by Customer or its Authorised Users, or if such information is correctly provided by an unauthorised third party logging into and accessing the Services.
The limitations under this “Limitation of liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Nothing in the Contract excludes the liability of either party: (a) for death or personal injury caused by its negligence; or (b) for fraud or fraudulent misrepresentation.
Customer's indemnification of us
Customer will indemnify us (and keep us indemnified), defend, from and against any and all losses, damages, arising from third party claims, actions, suits, proceedings, and demands caused by Customer’s or any of its Authorised Users’ violation of the User Terms.
Confidential Information
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including these Customer Terms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. Details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential, although information need not be labelled as such to constitute Confidential Information. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and use of Confidential InformationThe Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled access or disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Survival
The sections titled “Receipt of feedback,” “Our removal rights,” “Payment terms,” “What’s yours is yours…,” “And what’s ours is ours,” “Effect of termination,” “Representations and warranties,” “Limitation of liability,” “Customer’s indemnification of Us,” “Confidential Information” and “Survival,” as well as all of the provisions under the general heading “General provisions,” will survive any termination or expiration of the Contract.
General provisionsPublicityCustomer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers.
Force Majeure
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include without limitation denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, epidemics or pandemics, acts of God, war, terrorism, and governmental action.
Relationship of the parties
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Email notices
Except as otherwise set forth herein, all notices under the Contract will be by email or via the Services. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
Modifications
As our business evolves, we may change these Customer Terms and the other components of the Contract. If we wish to make a change to the Contract, we will contact the Customer with reasonable notice prior to the proposed change by emailing the email address associated with Customer’s account and requesting the Customer review the most current version of the Customer Terms. The revised Contract will only become effective on the date upon the Customer’s authorised representative confirming acceptance to the proposed changes in writing, and all changes will become effective upon our receipt of this acceptance.
Waiver
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
Severability
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is or becomes invalid, illegal or unenforceable, the provision will be deemed modified so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect. If such modification is not possible, the provision shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the Contract.
AssignmentNeither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying PARTNER.IO of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the Contract after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Entire agreementThe Contract, including these Customer Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of the Licence Agreement (if any), (2) the Customer Terms and (3) finally any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Governing law and jurisdiction
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims), except that we may take proceedings against Customer in any other court of competent jurisdiction, and the taking of proceedings in any one or more jurisdiction will not preclude us from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
