SaaS Agreement

These are the current terms and conditions that apply if you are subscribing or been given access to, any SaaS based service from the JustGo Technologies (“JustGo”) company set out on the Sales Order. For details of the JustGo group company structure please see: JustGo group of companies. The main place of business and contact details for JustGo are set out on the first Sales Order executed by JustGo and a customer.

1 DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation set out below shall apply to the Agreement.

Addendums	means each of the following: (a)              the description of the relevant SaaS Services, available at Services Addendum (as updated from time to time) which includes details of minimum technical requirements that the Customer must maintain (the Services Addendum); (b)             the support services terms, available at Support Addendum (as updated from time to time) (the Support Addendum); (c)              the Charges addendum, available at Charges Addendum (as updated from time to time) (the Charges Addendum); (d)             the Acceptable Use Policy, available at AUP Addendum (as updated from time to time) (the AUP Addendum); (e)              the data protection addendum, available at Data Processing Addendum (as updated from time to time) (the Data Processing Addendum); and (f)              the security addendum, available at Security Addendum (as updated from time to time) (the Security Addendum);
Affiliate	means, in respect of an entity, any other entity that directly or indirectly Controls, is Controlled by or is under common Control with that entity;
Agreement	has the meaning set out in Clause 2.1;
Applications	means the software or applications used by or on behalf of JustGo from time to time to provide the SaaS Services;
Authorised User	means any person who is authorised from time to time by the Customer to use and access the SaaS Services, subject always to the Use Restrictions and “Authorised Users” shall be construed accordingly;
Charges	means the charges and/or any other amounts payable to JustGo under the Agreement from time to time and set out in the Charges Addendum, on the Sales Orders or in a Work Request;
SaaS Services	means the SaaS services to which the Customer has subscribed, as set out on a Sales Order;
Confidential Information	the provisions of the Agreement and all information which is secret or otherwise not publically available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets or business methods or Customer Data (but excluding Personal Data, which is subject to the Data Protection Addendum) in all cases whether disclosed orally or in writing before or after the date of this Agreement;
Control	means that a person possesses, directly or indirectly, the power to direct or cause the direction of the affairs and policies of the other person (whether through ownership of share capital, possession of voting power, ability to appoint directors, contract or otherwise) and “Controls”, “Controlling” and “Controlled” shall be interpreted accordingly;
Customer	means the entity or organisation set out on the first Sales Order;
Customer Data	means all data, content, materials, and documents, (in any form) that are provided to JustGo, uploaded or hosted on any part of the SaaS Services by or on behalf of the Customer or by any Authorised User (which may include trademarks, trade names and other Customer and member branding), or transmitted through the SaaS Services by or on behalf of the Customer or by any Authorised User;
Customer Systems	means all software and systems used by or on behalf of the Customer, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
Data Protection Legislation	means any law applicable relating to the processing, privacy and use of personal data, including: (i) the Data Protection Act 2018, and (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (as amended), SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/581EC; (iii) the General Data Protection Regulation  EU (2016/679) (“GDPR”) and (iv) the UK GDPR (as defined by The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019)  (“UK GDPR”), along with in each case any implementing, amending or successor legislation;
Free or Trial Service	means any SaaS Services 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);
Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the 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;
Governing Body	means an organisation that provides access to SaaS Services to affiliated clubs, groups, providers, centres and other such affiliated entities;
Implementation Services	the implementation and configuration services set out on a Sales Order;
Intellectual Property Rights	means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks 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; (c)              including all renewals and extensions of such rights or applications; (d)             whether vested, contingent or future; and (e)              wherever existing;
Materials	means all services, data, information, deliverables, content, Intellectual Property Rights, websites, software and other materials forming part of the Services, or otherwise owned by, or licensed to JustGo, from time to time, but excluding all Customer Data;
Open-Source Software	means any software subject to a version of the 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 Date	means the effective date of the first Sales Order;
Payment Services	has the meaning set out in Clause 7.2;
Personal Data	has the meaning given in the Data Protection Addendum;
Professional Services	the professional/consultancy/training services set out in the Work Request and/or Sales Order which may include enhancements and other services that are not in the scope of the Support Services;
Renewal Date	has the meaning given in Clause 23.1;
Sales Order	means the form or forms entered into by or on behalf of the Customer and JustGo, (as varied by the parties by agreement in writing from time to time);
Services	means (as the context determines) some or all of the SaaS Services, the Implementation Services, the Professional Services, and the Support Services;
Subscription Period	means (subject to Clauses 23 and 24) in respect of the SaaS Services described in a Sales Order, the period commencing on the Start Date and ending on the date set out in the Sales Order;
Supplier Provided Materials	means all of the Materials provided or made available by or on behalf of JustGo, but excluding all Customer Data;
Support Services	means, in respect of the relevant SaaS Services, the support services provided by JustGo to the Customer as described in the Support Addendum;
Standard Charges	means JustGo’s standard prices and charges from time to time;
Start Date	means the date set out in the relevant Sales Order;
Subscription Charges	means the subscription charges for the access to the SaaS Services and provision of the Support Services;
Terms	means the terms set out in the Clauses and other provisions of this document (including the Addendum), as updated from time to time;
Third-Party Payment Provider (s)	has the meaning set out in Clause 7.2
Third Party Services and Goods	has the meaning set out in Clause 7.1;
Third-Party Payment Terms	has the meaning set out in Clause 7.2;
Transaction	means a financial transaction processed through the SaaS Services by the Third Party Payment Provider;
Transaction Fee	has the meaning in the Charges Addendum;
Use Restrictions	means the restrictions on the Customer’s use of the SaaS Services as described in any Sales Order, which may include restrictions on volumes of members, emails, Application Programming Interface (API) calls, active users, transactions, or the amount of data storage available, or the number of interfaces/add-ons that can be connected to the SaaS Services;
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; and
Work Request	means the document in a form prescribed by JustGo under which JustGo may provide Professional Services to the Customer from time to time.

2. AGREEMENT STRUCTURE

2.1 Each Sales Order executed by the Customer and JustGo together with these Terms, the Addendums and any executed Work Requests form the agreement between the parties (the Agreement).

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

2.2.1 the Sales Orders (excluding Work Request sales orders), with subsequent Sales Orders taking priority over earlier ones;

2.2.2 the Addendums;

2.2.3 the Terms; and

2.2.4 the Work Request with subsequent Work Requests taking priority over earlier ones.

2.3 Subject to the order of priority between documents in Clause 2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

3. IMPLEMENTATION

3.1 The Sales Orders set out the details of any Implementation Services that JustGo has agreed to provide to the Customer.

3.2 Where JustGo is providing Implementation Services, the Customer acknowledges that JustGo is dependent on the Customer providing all necessary assistance and resource, timely decision making, information, access to systems, Customer Data and documentation in order for JustGo to complete the Implementation Services. The Customer agrees to provide such assistance, resource, information, access, Customer Data and documentation to JustGo (or its representatives) in a timely manner. The Customer must agree to be bound by the service terms of the Third Party Payment Provider (and if required by such Third Party Payment Provider execute a contract with the Third Payment Provider). In addition, the Customer must set up an account with the Third Party Payment Provider. Any times for completion of Implementation Services by JustGo in a Sales Order are indicative only, and whilst JustGo will use reasonable endeavours to complete Implementation Services by target dates, failing to meet target dates is not a breach of the Agreement by JustGo.

3.3 All Professional Services shall be provided at times mutually agreed between the parties.

4. WORK REQUEST

4.1 From time to time during the Agreement JustGo and the Customer may execute and agree a Work Request for services which do not fall within the scope of the Service Addendum or the Support Services.

4.2 The Work Request will not be binding until both parties have agreed its contents and executed it. The Work Request will include the Charges for the relevant Professional Services and when they can be invoiced by JustGo.

4.3 All Work Requests when executed form part of the Agreement. Any delivery dates or timescales set out in a Work Request are estimates only.

5. RIGHTS OF USE

5.1 From the Start Date and subject to the terms of the Agreement, JustGo grants the Customer a non-exclusive, non-transferable, worldwide right to access and use the SaaS Services during the relevant Subscription Period. The Customer is not granted any exclusive rights in relation to the SaaS Services or any Application.

5.2 The Customer acknowledges that use of the SaaS Services is at all times subject to the Customer’s compliance with the Agreement and the requirements identified in the Agreement (which include ensuring it has the minimum system and technical requirements identified in the Service Addendum and/or otherwise notified to the Customer from time to time), and to observe any Use Restrictions which are set out on the Sales Orders. The Customer may not allow any third parties to use and/or access the SaaS Services and/or the Applications except to the extent expressly permitted under this Agreement.

5.3 The Customer acknowledges that the Services do not include:

5.3.1 Computer hardware, software and telecommunications equipment necessary for the Customer, and Authorised Users to access the Services;

5.3.2 Network connectivity from the Customer’s premises to JustGo’s data centres; or

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

6. USE RESTRICTIONS

6.1 If the Customer’s use of the SaaS Services is subject to some or all of the Use Restrictions then this will be set out on the Sales Orders.

6.2 The Customer shall ensure that it and its Authorised Users observe the Use Restrictions at all times.

6.3 Without prejudice to any other right or remedy of JustGo, in the event the Customer is in breach of Clause 6.2 then the Customer shall be liable to pay the amounts set out on a Sales Order or in the Charges Addendum to JustGo for any use which breaches the Use Restrictions.

6.4 The Customer shall:

6.4.1 be liable for the acts and omissions of the Authorised Users as if they were its own;

6.4.2 only provide Authorised Users with access to the Services via the access method provided by JustGo; and

6.4.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to JustGo’s Confidential Information.

6.5 The Customer warrants and represents that it, and all Authorised Users, shall keep confidential and not share with any third party (or with other individuals) their password or access details for the SaaS Services.

6.6 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the AUP Addendum and all other provisions of the Agreement. JustGo may immediately remove any Customer Data or materials that infringes the AUP Addendum and reserves the right to revoke access.

6.7 Clauses 6.4 to 6.6 (inclusive) shall survive termination or expiry of the Agreement.

7. THIRD PARTY SERVICES AND THIRD PARTY CONTENT

7.1 Third party services, websites, platforms, goods and content may be accessed by the Customer and its members through the SaaS Services (“Third Party Services and Goods”). JustGo has no control over such Third Party Services and Goods and has no liability whatsoever for the accuracy, quality or security of the Third Party Services and Goods or for any advice or information that forms part of the Third Party Services and Goods. The Customer is solely responsible for securely managing its access to the Third Party Services and Goods.

7.2 The SaaS Services include functionality and services which integrate with payment services provided by certain third party providers (“Payment Services”), but JustGo is not a provider of payment services to the Customer. The names and details of the current third party payment providers are set out in the Services Addendum (“Third Party Payment Providers”) together with links to their terms and conditions and privacy notices (“Third Party Payment Terms”).

7.3 The contract for the Payment Services provided by a Third Party Payment Provider is between the Customer and/or the member, and the Third Party Payment Provider. By entering into this Agreement the Customer is agreeing to be bound by and comply with, the Third Party Payment Terms of the Third Party Payment Provider. JustGo makes no representations or warranties in relation to such Payment Services and accepts no responsibility at all for the accuracy, quality, security or timeliness of the delivery of those services or that those services comply with applicable laws. It is the Customer’s sole responsibility to ensure that Authorised Users are given comprehensive and clear information about how their and their Authorised Users’ personal data are processed by Third Party Payment Providers.

7.4 From time to time JustGo may change a Third Party Payment Provider and if it does so it shall use reasonable endeavours to give the Customer as much notice as possible. If there is a change in the Third Party Payment Provider being used by the Customer then the Customer must terminate its arrangement with that Third Party Payment Provider for any services provided through the SaaS Services and enter into a new agreement with the replacement provider.

8. INDEMNITY

8.1 The Customer shall indemnify, and keep indemnified JustGo from and against any losses, claims, damages, liability, and expenses incurred by it (or any of its Affiliates) as a result of (a) the Customer’s or Authorised User’s breach of the AUP Addendum; and/or (b) as a result of the Customer being in breach of Clause 6.2; and/or (c) as a result of any claims that the Customer Data infringes the Intellectual Property Rights of any third party; and/or (d) a breach of the Customer’s obligations under Clause 7.3.

8.2 This Clause 8 shall survive termination or expiry of this Agreement.

9. SUPPORT

9.1 Support Services shall be available for the SaaS Services to the Customer for the duration of the respective Subscription Period, to the extent and in the manner specified in the Support Addendum.

9.2 The Customer acknowledges that the SaaS Services may be multi-tenanted and will be subject (at JustGo’s sole discretion) to changes, patches, upgrades, new releases and fixes. JustGo will use reasonable endeavours to notify the Customer in advance of upgrades and/ or new releases, but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

10. CHANGES TO SERVICES AND TERMS

10.1 JustGo may at its absolute discretion make, and notify the Customer of, updated versions of the Addendums (including the Service Addenda) from time to time by email (together with a copy of the update or a link to a copy of the update) or by any other means which JustGo elects, but there shall be no material diminution in the performance or security of the SaaS Services during any Subscription Period.

10.2 Any Addendum that has been updated by JustGo under Clause 10.1 shall replace the preceding version of the same document(s) and JustGo shall notify the Customer of the changes.

11. CHARGES

11.1 The principles for charging under this Agreement are set out in the Charges Addendum and the Sales Orders. The Charges shall be paid by the Customer at the rates and in the manner described in the Sales Orders and the Charges Addendum.

11.2 The Charges are exclusive of all applicable sales tax including VAT which shall be payable in addition by the Customer at the rate and in the manner prescribed by law. JustGo is not responsible for any of the Customer’s tax obligations. The Customer is responsible for all applicable taxes that arise from or as result of the Customer’s use of the SaaS Services. All Charges payable by the Customer under the Agreement shall be payable in full without any deductions or withholdings.

11.3 JustGo shall have the right to charge interest on overdue invoices at the rate of 1 % per month above the base rate of the Bank of England, 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. JustGo reserves the right to charge a £50 administration fee for dealing with overdue sums.

11.4 Subject to Clause 11.5, JustGo shall be entitled to increase the Charges for any and all Services at any time by notice to the Customer.

11.5 JustGo shall only be entitled to increase the Subscription Charges on a Renewal Date and any such increase will not result in the Subscription Charges being higher than the then current list prices for the relevant SaaS Services.

11.6 To the extent the Agreement terminates or expires (other than due to termination by the Customer under Clauses 24.2.1 or 24.2.2), the Customer shall not be entitled to any refund or discount of Charges paid for any parts of any month during which the Services cease to be provided.

12. WARRANTIES

12.1 Subject to the remainder of this Clause 12, JustGo warrants that the SaaS Services shall operate materially in accordance with the Service Addenda when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscription Period.

12.2 The Customer acknowledges that Clause 12.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Without prejudice to JustGo’s obligations under the Agreement in respect of Personal 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. Any information disclosed during any Free or Trial Services is the Confidential Information of JustGo and the Customer shall not publicly disclose that it is participating in any Free or Trial Services without the prior written consent of JustGo.

12.3 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 Customer acknowledges that such risks are inherent in SaaS services and that JustGo shall have no liability for any such delays, interruptions, errors or other problems.

12.4 If there is a breach of any warranty in Clause 12.1 JustGo shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Charges for the impacted Services which were otherwise payable for the period during which JustGo was in breach of any such warranty. To the maximum extent permitted by law, this Clause 12.4 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in Clause 12.1.

12.5 The warranties in Clause 12.1 shall not apply to the extent that any error in the Services arises as a result of:

12.5.1 incorrect operation or use of the Services by the Customer, or any Authorised User (including any failure to follow the AUP Addendum or failure to meet minimum specifications);

12.5.2 use of any of the Services other than for the purposes for which it is intended;

12.5.3 use of any Services with other software or services or on equipment with which it is incompatible (unless JustGo recommended or required the use of that other software or service or equipment);

12.5.4 any act by any third party (including hacking or the introduction of any virus or malicious code);

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

12.5.6 any breach of the Agreement by the Customer (or by any Authorised User).

12.6 The Customer acknowledges that no liability or obligation is accepted by JustGo (howsoever arising whether under contract, tort, in negligence or otherwise):

12.6.1 that the SaaS Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to JustGo;

12.6.2 that the operation of the SaaS Services shall not be subject to minor errors or defects; or

12.6.3 that the SaaS Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in writing by JustGo.

12.7 Other than as set out in this Clause 12, and subject to Clause 21.6, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

13. CUSTOMER RESPONSIBILITIES

13.1 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including applicable laws relating to the Customer Data, privacy, data protection and use of systems and communications.

13.2 The Customer is solely (and JustGo shall not be held) responsible and/or liable for maintaining the security and confidentiality of Customer and Authorised User access credentials (passwords) to use the SaaS Services. Customer may only access the SaaS Services using the authorised access credentials.

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

14. INTELLECTUAL PROPERTY

14.1 All Intellectual Property Rights in and to the Services (including in all Applications, domain names provided to the Customer and all Materials) whether in existence or created during the Agreement, including as part of the Professional Services, belong to and shall remain vested in JustGo or the relevant third party owner. To the extent that the Customer, or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications and Materials or any other part of the Services, the Customer 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 JustGo or such third party as JustGo may elect. The Customer shall execute all such documents and do such things as JustGo may consider necessary to give effect to this Clause 14.1.

14.2 To the extent that use of the SaaS Services requires the download of any Applications then the Customer is granted a limited licence to use such Application. The terms for the use of such Application shall either be made available at the time of the download, or if no terms are made available at the time of the download, then JustGo grants the Customer a worldwide, limited, non-transferable licence to use the Application in connection with the SaaS Services only. Such licence shall end automatically if the Customer is no longer using the SaaS Services or this Agreement has terminated or expired.

14.3 Unless expressly and clearly stated otherwise in the Sales Order or Work Request all Supplier Provided Material created or delivered as part of a Sales Order or Work Request shall be deemed to form part of the SaaS Services and made available for use by the Customer on the same terms as the SaaS Services are made available under this Agreement. Rights to use and access any Supplier Provided Material shall end on termination or expiry of the Agreement.

14.4 The Customer hereby grants to JustGo:

14.4.1 a royalty-free, non-transferable, non-exclusive licence for JustGo (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Services under the Agreement; and

14.4.2 a royalty-free, non-exclusive licence to use Customer Data (excluding Personal Data) for the purposes of the further enhancement, development and improvement of the Services and other JustGo services. To the extent that any algorithms or similar machine learning techniques are applied to Customer Data as part of the provision of the SaaS Services, then the Customer agrees that the resultant learning or data (other than Personal Data) from the application of such algorithms or machine learning techniques is the property of JustGo exclusively and may be used by JustGo to improve services for all its customers.

14.5 JustGo is expressly authorised and licensed by the Customer to monitor, collect, store and use information on the use and performance of the Services (including Customer Data) to detect threats or errors to the Services and/or JustGo’s operations;

14.6 JustGo may use any feedback and suggestions for improvement relating to the Services provided by the Customer, the Clubs or any Authorised User without charge or limitation.

14.7 Except for the rights expressly granted in the Agreement, the Customer and any Authorised User, and their direct and indirect sub-contractors, 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) or the Supplier Provided Materials and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement. Any domain names used by JustGo to deliver the Services are the exclusive property of JustGo and the Customer shall have no right to use such domain name upon termination or expiry of the Agreement.

14.8 This Clause 14 shall survive the termination or expiry of the Agreement.

15. DEFENCE AGAINST INFRINGEMENT CLAIMS

15.1 Subject to Clauses 15.2 and 15.5, JustGo shall:

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

15.1.2 pay, subject to Clause 15.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.

15.2 The provisions of Clause 15.1 shall not apply unless the Customer:

15.2.1 promptly (and in any event within 7 days) notifies JustGo upon becoming aware of any actual or threatened IP Claim and provides full written particulars;

15.2.2 makes no comment or admission and takes no action that may adversely affect JustGo’s ability to defend or settle the IP Claim;

15.2.3 provides all assistance reasonably required by JustGo subject to JustGo paying the Customer’s reasonable costs; and

15.2.4 gives JustGo sole authority to defend or settle the IP Claim as JustGo considers appropriate.

15.3 The provisions of Clause 21 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under Clause 15.1.

15.4 In the event of any IP Claim, JustGo may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Charges paid in advance. This Clause 15.4 is without prejudice to the Customer’s rights and remedies under Clause 15.1.

15.5 JustGo shall have no liability or obligation under this Clause 15 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

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

15.5.2 any Customer Data or Customer Systems;

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

15.5.4 any Open-Source Software;

15.5.5 any breach of the AUP Addendum or Use Restrictions by the Customer;

15.5.6 installation or use of the Services (or any part) otherwise than in accordance with the Agreement; or

15.5.7 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 JustGo.

15.6 Subject to Clause 21.6, the provisions of this Clause 15 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

16. CUSTOMER SYSTEMS AND CUSTOMER DATA

16.1 Customer Data shall at all times remain the property of the Customer or its licensors.

16.2 The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.

16.3 If JustGo becomes aware of any allegation that any Customer Data may not comply with the AUP Addendum or any other part of the Agreement, JustGo shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services. Where reasonably practicable and lawful JustGo shall notify the Customer before taking such action.

16.4 Except as otherwise expressly agreed in the Agreement, including in a Work Request or a Sales Order, JustGo shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Agreement.

17. CONFIDENTIALITY

17.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same except for the purposes of the proper performance of this Agreement or with the prior written consent of the other party.

17.2 The parties may disclose Confidential Information to an employee, consultant, [sub-contractor or agent] to the extent necessary for the performance of this Agreement provided such disclosure is subject to obligations equivalent to those set out in this Agreement. Each party shall use its best endeavours to procure that any such employee, consultant, [sub-contractor or agent] complies with such obligations. Each party will be responsible to the other party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

17.3 The obligations of confidentiality in this Clause 17 do not extend to any Confidential Information which the party that wishes to disclose or use can show:

17.3.1 is or becomes generally available to the public other than as a result of a breach of the obligations of confidentiality under this Agreement;

17.3.2 was in its written records prior to the Commencement Date and not subject to any confidentiality obligations;

17.3.3 was or is disclosed to it by a third party entitled to do so;

17.3.4 the parties agree in writing is not Confidential Information or may be disclosed; or

17.3.5 is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

17.4 JustGo’s Confidential Information shall include all information (whether in oral, written or electronic form) relating to JustGo’s business which may reasonably be considered to be confidential in nature including information relating to JustGo’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Fees, the Service Addenda and any other technical or operational specifications or data relating to the SaaS Services.

17.5 This Clause 17 shall survive the termination or expiry of the Agreement for a period of five years.

18. DATA PROTECTION

18.1 The parties shall comply with the Data Processing Addendum.

18.2 JustGo’s privacy notice can be found on its web site at JustGo Privacy Policy. It is updated and changed from time to time by JustGo.

19. AUDIT

19.1 During the Agreement, and for 2 years thereafter, JustGo may audit the Customer’s use of the Services to ensure that such use is compliant with the terms of the Agreement and that the Customer is complying with the terms of the Agreement.

19.2 This Clause 19 shall survive termination or expiry of this Agreement for a period of 24 months.

20 FORCE MAJEURE

20.1 A party will not be in breach of the Agreement as a result of Force Majeure, provided that such party complies with the obligations set out in this Clause 20.

20.2 The party affected by Force Majeure shall take all reasonable steps available to it to minimise its effects on the performance of its obligations under this Agreement.

21. LIMITATION OF LIABILITY

21.1 Subject to Clauses 21.1, 21.3 and 21.6, JustGo’s aggregate maximum liability under or connection with the Agreement (howsoever arising and 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 not exceed the greater of:

21.1.1 an amount equal to the monthly Subscription Charges for all SaaS Services paid to JustGo in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or

21.1.2 an amount equal to 12 times the monthly Subscription Charges due or paid to JustGo for the Services provided in the first month of this Agreement.

21.2 Subject to Clauses 21.1 and 21.6, JustGo’s aggregate liability in respect of any 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 £10,000.

21.3 JustGo’s aggregate maximum liability (howsoever arising) for any breach or obligation under or connection with
the Data Protection Addendum shall not exceed £250,000
; and
Clause 15 shall not exceed £50,000.

21.4 Subject to Clause 21.6, JustGo shall not be liable for consequential, indirect or special losses.

21.5 Subject to Clause 21.6, JustGo shall not be liable for any of the following (whether direct or indirect):

21.5.1 loss of profit or revenue;

21.5.2 destruction, loss of use or corruption of data;

21.5.3 loss of contract;

21.5.4 loss of opportunity;

21.5.5 loss of savings, discount or rebate (whether actual or anticipated); and/or

21.5.6 harm to reputation or loss of goodwill.

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

21.6.1 death or personal injury caused by negligence;

21.6.2 fraud or fraudulent misrepresentation; or

21.6.3 any other losses which cannot be excluded or limited by applicable law.

21.7 This Clause 21 shall survive the termination or expiry of the Agreement.

22. SUSPENSION

22.1 JustGo may suspend access to the Services (including the Applications) to the Customer or all or some of the Authorised Users if:

22.1.1 JustGo suspects that there has been any misuse of the Services or the Applications;

22.1.2 The Customer breaches the AUP Addendum or JustGo reasonably suspects it has; or

22.1.3 The Customer fails to pay any sums due to JustGo by the due date for payment or fails to maintain a bank mandate to facilitate automatic payment collection by JustGo.

22.2 Charges shall remain payable during any period of suspension notwithstanding that the Customer, or some or all of the Authorised Users may not have access to the Services and/or the Applications.

23. RENEWALS

23.1 Unless agreed otherwise in writing (including on a Sales Order), on expiry of a Subscription Period it shall continue and automatically renew for a further period of twelve months, or the period stated on the Sales Order, if different, (first Renewal Date) and thereafter renew for a further period of twelve months, or the period stated on the Sales Order, if different, on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary, being a Renewal Date).

23.2 If either party wishes a Subscription Period to expire on the next Renewal Date, it may serve notice at least 90 days (or the period stated on the Sales Order, if different) prior to that Renewal Date. If notice is not served within the timeframes set out in this Clause 23.2, the SaaS Services shall renew at the next Renewal Date in accordance with Clause 23.1.

23.3 Termination of a Subscription Period under this Clause 23, shall automatically terminate the Agreement if there are no other current Subscription Periods.

24. TERM AND TERMINATION

24.1 The Agreement shall come into force on the Order Date and, shall continue until it is terminated in accordance with its terms. Termination of the Agreement shall terminate all Work Requests and all Sales Orders.

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

24.2.1 the other party commits a material breach of the Agreement and such breach is not remediable;

24.2.2 the other party commits a material breach of the Agreement which is not remedied within 30 days of receiving written notice of such breach; or

24.2.3 the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 20 days after the other party has received notification that the payment is overdue.

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

24.4 Any breach by the Customer of the AUP Addendum or of Clause 6 shall be deemed a material breach of the Agreement which is not remediable.

25. CONSEQUENCES OF TERMINATION

25.1 Immediately on termination or expiry of the Agreement (for any reason), the rights granted by JustGo under the Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):

25.1.1 stop using the Services and have no further rights to use the Applications; and

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

25.2 Termination or expiry of the 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.

25.3 If requested by the Customer within 90 days of the end of the provision of the SaaS Services JustGo shall (at the Customer’s sole cost) provide to the Customer one or more copies in CSV and image file format) of the Customer Data which is stored in the SaaS Services on the last day of the provision of the SaaS Services.

25.4 Once JustGo has provided the copy of the Customer Data to the Customer (or on the expiry of 90 days after the end of the provision of the SaaS Services), JustGo shall securely dispose of the Customer Data processed in relation to the SaaS Services (and all existing copies of it) except:

25.4.1 to the extent that any Applicable Laws (as defined in the Data Protection Addendum) require JustGo to store such Customer Data; and

25.4.2 JustGo will retain any Customer Data that relates to Authorised Users who have a separate agreement with JustGo to use the Services, or intend to execute a new agreement.

25.5 Any Third Party Services and Goods that are being provided through the SaaS Services will automatically end on termination or expiry of this Agreement.

25.6 The Customer shall not be entitled to any refunds as a result of termination or expiry of the Agreement including where Charges have been paid in advance by the Customer for Services that were not received.

25.7 JustGo shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any Customer Data undertaken in accordance with the terms of Clause 25.4. Other than the foregoing no other exit assistance services are provided by JustGo.

26. ENTIRE AGREEMENT

26.1 The Agreement 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.

26.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

26.3 Nothing in the Agreement shall limit or exclude any liability for fraud.

27. NOTICES

27.1 Any notice or other communication given by a party under the Agreement shall be:

27.1.1 in writing (which includes email) and in English;

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

27.1.3 sent to the relevant party at the address set out in Clause 27.3.

27.2 Notices may be given, and are deemed received:

27.2.1 in-product: where possible within;

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

27.2.3 by post: at 9.00 am on the fourth day after posting; and

27.2.4 by email: on receipt of the email at the correct address following acknowledgement by JustGo.

27.3 Notices and other communications shall be sent to:

27.3.1 in the case of those to JustGo, to see JustGo contacts

27.3.2 in the case of those to the Customer, to any email or physical address or contact details notified on the first Sales Order (as updated from time to time pursuant to Clause 27.4).

27.4 Any change to the contact details of a party as set out in Clause 27.3 shall be notified to the other party in accordance with Clause 27.1 and shall be effective:

27.4.1 on the date specified in the notice as being the date of such change; or

27.4.2 if no date is so specified, seven days after the notice is deemed to be received.

27.5 This Clause does not apply to notices given in legal proceedings or arbitration.

28. GENERAL

28.1 The table of contents, background section and the clause, paragraph, addendum or other headings in the Agreement are included for convenience only and shall have no effect on interpretation.

28.2 JustGo and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns.

28.3 Words in the singular include the plural and vice versa.

28.4 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.

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

28.6 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.

28.7 The Customer agrees that JustGo may reference its business relationship with the Customer in its marketing, sales and customer service related materials. This includes news articles, social media posts, case studies and press releases.

28.8 Where JustGo has a right under the Agreement, the exercise of that right is without prejudice to any other rights JustGo may have under the Agreement or at law.

28.9 In the case of grievance, if the Customer does not have a place of business in England then it shall at all times during this Agreement appoint a process agent (and notify JustGo in writing of the identity of such agent) to receive on its behalf service of process in any proceedings before the courts of England and Wales in connection with the Agreement.

29. VARIATION

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

29.1.1 an update made in accordance with Clause 10 of the Agreement; or

29.1.2 made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.

30. ASSIGNMENT AND SUBCONTRACTING

30.1 Except as expressly provided in this Agreement, JustGo 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 the Agreement.

30.2 Except as expressly permitted by the Agreement, the Customer 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 JustGo’s prior written consent.

31. SET OFF

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

32. 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.

33. SEVERANCE

33.1 If any provision of the 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.

33.2 If any provision of the 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.

34 WAIVER

34.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the 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.

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

34.3 A waiver of any term, provision, condition or breach of the 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.

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

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

37 GOVERNING LAW
The 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.

38 JURISDICTION
The parties irrevocably agree that the courts of England 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)