Senturo SaaS Terms

1. Introduction

1.1
Senturo Ltd (trading as Senturo) is a company incorporated and registered in England and Wales with company number 06840690 whose registered office is at 3rd Floor, 86-90 Paul Street, London, United Kingdom, EC2A 4NE (“Senturo”, “we”, “us” and “our”), publishes the platform https://www.senturo.com/ accessible either directly or via the websites of our partners (being, along with any other website or application for web or smart devices published by us from time to time, the “Platform”).  
1.2
The Platform protects your Android, Apple, Chromebook and Windows devices, enabling real-time location tracking, device monitoring and advanced recovery tools, all actionable through a user-friendly dashboard (the “Services”).
1.3
The Services are provided when a subscription is purchased by the Customer pursuant to these Terms (“Subscription”). The Subscription entitles those individuals who are authorized by the Customer to use the Platform (“Authorised Users”) on their specific Device Licence(s) (“Device Licence”) in accordance with these Terms.
1.4
The specific terms of the Subscription purchased by the Customer shall be agreed in writing between the parties on an order form (“Order Form”) prior to the commencement of the Contract (as defined below). The Order Form shall determine the number of Device Licences that may access the Platform and use the Services, the initial subscription length (the “Initial Subscription Term”) and the fees for the subscription (the “Subscription Fees”).

2. What are these terms?

2.1
The purpose of these terms and conditions (the “Terms”) is to set out the terms by which you, as a customer (“Customer” “your” and “you”) who has purchased a Subscription with us are permitted to access and use the Platform, as well as to set out our rights and obligations.
2.2
By purchasing a Subscription and using the Platform and Services, you confirm that you accept the Order Form and these Terms without amendment and that you agree to comply with them. On the date you purchase a Subscription (“Effective Date”) a contract between you and us will come into effect in accordance with the Order Form and these Terms (the “Contract”).
2.3
Within these Terms you will be informed of:
(a)
how we provide the Services to you;
(b)
details of any applicable fees;
(c)
what to do in the event that you have any problems,
and other important information.

3. User subscriptions

3.1
Subject to the Customer purchasing a Subscription in accordance with clause 4.3 and clause 8.1 and the restrictions set out in these Terms, Senturo hereby grants to the Customer a non-exclusive, non-transferable right and license, without the right to grant sublicenses to permit the Authorised Users to use the Services during the Subscription Term.
3.2
In relation to the Authorised Users and Device Licences, the Customer undertakes that:
(a)
the maximum number of Device Licences that it authorizes to access and use the Services shall not exceed the number it has purchased from time to time;
(b)
each Customer shall keep a secure password for their use of the Services and that each Customer shall keep their password confidential;
(c)
it shall maintain a written, up-to-date list of current Authorised Users and Device Licences and provide such list to Senturo within five business days of Senturo’s written request at any time or times;
(d)
it shall permit Senturo or Senturo’s designated auditor to audit the Services in order to establish the name and password of each Authorised User using a Device Licence and the Customer's data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at Senturo’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(e)
if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User or the Services are being used on a device which is not licensed then without prejudice to Senturo’s other rights, the Customer shall promptly disable such passwords and Senturo shall not issue any new passwords to any such individual; and
(f)
if any of the audits referred to in clause 3.2(e) reveal that the Customer has underpaid Subscription Fees (in accordance with these Terms) to Senturo, then without prejudice to Senturo’s other rights, the Customer shall pay to Senturo an amount equal to such underpayment within 10 business days of the date of the relevant audit.
3.3
The Customer shall not access, store, distribute or transmit any Viruses (meaning anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise) or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices), or any material during the course of its use of the Services that:
(a)
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)
facilitates illegal activity;
(c)
depicts sexually explicit images;
(d)
promotes unlawful violence;
(e)
is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
(f)
is otherwise illegal or causes damage or injury to any person or property;
and Senturo reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
3.4
The Customer shall not:
(a)
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(i)
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii)
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b)
access all or any part of the Services in order to build a product or service which competes with the Services; or
(c)
use the Services to provide services to third parties; or
(d)
subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users on their device(s); or
(e)
attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 3; or
(f)
introduce or permit the introduction of any Virus or Vulnerability (meaning a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly) into the Services or Senturo’s network and information systems.
3.5
The Customer shall use all reasonable endeavors to prevent any unauthorized access to or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Senturo.
3.6
The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Additional device licenses

4.1
Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during the Subscription Term, purchase additional Device Licences as part of their Subscription. Senturo shall grant access to the Services to the Authorised Users on such additional devices in accordance with the provisions of these Terms.
4.2
If the Customer wishes to purchase additional Device Licences, the Customer shall notify Senturo in writing by email. Senturo shall review such request and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where Senturo approves the request, Senturo shall provide a quote to the Customer in writing. Once the quote is accepted by the Customer in writing, Senturo will activate the Services for the additional Device Licence(s) within 5 days of its approval of the Customer's request. The Order Form shall be deemed amended with the new number of Device Licences and the respective Subscription Fees for the remaining Subscription Term.
4.3
If Senturo approves the Customer's request to purchase additional Device Licences and the Customer accepts the quote, the Customer shall, within fourteen (14) days of acceptance in accordance with clause 4.2, pay to Senturo the relevant fees pro-rated from the date of activation by Senturo for the remainder of the Subscription Term.

5. Services

5.1
Senturo shall, during the Subscription Term, provide the Services to the Customer on and subject to these Terms.
5.2
Senturo shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
(a)
planned maintenance carried out during the maintenance window of 5:00 am and 8:00 am UK time; and
(b)
unscheduled maintenance provided that Senturo has used reasonable endeavors to give the Customer at least 6 hours notice in advance.
5.3
Senturo will, as part of the Services, provide the Customer with the standard customer support services in accordance with Schedule 1 in effect at the time that the Services are provided. Senturo may amend Schedule1 its sole and absolute discretion from time to time.  

6. Senturo's obligations

6.1
Senturo shall perform the Services with reasonable skill and care.
6.2
Senturo’s obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by the use of the Services contrary to Senturo’s instructions or modification or alteration of the Services by any party other than Senturo or Senturo’s duly authorized contractors or agents. If the Services do not conform with the terms of clause 6.1, Senturo will, at its expense, use reasonable commercial endeavors to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.  
6.3
Senturo:
(a)
does not warrant that:
(i)
the Customer's use of the Services will be uninterrupted or error-free; or
(ii)
that the Services will meet the Customer's requirements; or
(iii)
the Services will be free from Vulnerabilities or Viruses; or
(iv)
the Services will comply with any Heightened Cybersecurity Requirements (meaning any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not Senturo) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.)
(b)
is 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4
These Terms shall not prevent Senturo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Term.
6.5
Senturo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
6.6
Senturo shall follow its archiving procedures for the data inputted by the Customer, Authorised Users, or Senturo on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services (“Customer Data”). In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Senturo shall be for Senturo to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Senturo in accordance with its archiving procedure. Senturo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Senturo to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

7. Customer's obligations

7.1
The Customer shall:
(a)
provide Senturo with:
(i)
all necessary co-operation in relation to these Terms; and
(ii)
all necessary access to such information as may be required by Senturo;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 these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c)
carry out all other Customer responsibilities set out in these Terms 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, Senturo may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d)
ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;
(e)
obtain and shall maintain all necessary licenses, consents, and permissions necessary for Senturo, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
(f)
ensure that its network and systems comply with the relevant specifications provided by Senturo from time to time; and
(g)
be, to the extent permitted by law and except as otherwise expressly provided in these Terms solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Senturo’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2
The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Charges and payment

8.1
The Customer shall pay the Subscription Fees (as set out in the Order Form) to Senturo for the Subscription in accordance with this clause 8.
8.2
Prior to the Effective Date and any Renewal Period (as defined below), Senturo shall invoice the Customer for the Subscription Fees. The Customer shall pay each invoice submitted by Senturo:
(a)
within fourteen (14) days of the date of the invoice; and
(b)
in full and in cleared funds to a bank account nominated in writing by Senturo, andtime for payment shall be of the essence of the Contract.
8.3
If Senturo has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Senturo;
(a)
Senturo may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Senturo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b)
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Senturo bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4
All amounts and fees stated or referred to in these Terms:
(a)
shall be payable in the currency specified on any relevant invoice;
(b)
are, subject to clause 15.3(b), non-cancellable and non-refundable;
(c)
are exclusive of value-added tax, which shall be added at the appropriate rate.
8.5
Senturo shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional Device Licences purchased pursuant to clause 4.3, prior to each Renewal Period upon 60 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.

9. Term and termination

9.1
The Contract shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for the Initial Subscription Term (as set out in the Order Form) and, thereafter, the Contract shall be automatically renewed for the term set out in a new Order Form (each a “Renewal Period”), provided to the client at least 30 days before the end of the Initial Subscription Term or any Renewal Period unless:
(a)
either party notifies the other party of termination, in writing, at least 14 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b)
otherwise terminated in accordance with the provisions of these Terms
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
9.2
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)
the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b)
the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(c)
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d)
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e)
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f)
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g)
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h)
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i)
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j)
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k)
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(c) to clause 9.2(j) (inclusive);
(l)
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m)
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the Contract is in jeopardy; or
(n)
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.3
On termination of the Contract for any reason:
(a)
all licenses granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services;
(b)
each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
(c)
Senturo may destroy or otherwise dispose of any of the Customer Data in its possession unless Senturo receives, 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. Senturo shall use reasonable commercial endeavors to deliver the backup to the Customer within 30 days of its receipt of such a written request, provided that the 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 Senturo in returning or disposing of Customer Data; and
(d)
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 Term which existed at or before the date of termination shall not be affected or prejudiced.

10. Data protection

10.1
Both parties will comply with all applicable requirements of the Data Protection Legislation.
10.2
For the purpose of this clause 6 Data Protection Legislation shall mean:
(a)
the Data Protection Act 2018;
(b)
unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
(c)
any successor legislation to the GDPR or the Data Protection Act 2018.

11. Third party providers

The 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. Senturo makes 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 the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Senturo. Senturo recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Senturo does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

12. Proprietary rights

12.1
The Customer acknowledges and agrees that Senturo and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
12.2
Senturo confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with these Terms.

13. Confidentiality

13.1
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the Effective Date in connection with the Contract or Services, including but not limited to:
(a)
the existence and terms of the Contract and any agreement entered into in connection with the Contract;
(b)
any information that would be regarded as confidential by a reasonable business person relating to:
(i)
the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and
(ii)
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
(c)
any information developed by the parties in the course of carrying out the Contract and the parties agree that:
(i)
details of the Services, and the results of any performance tests of the Services, shall constitute Senturo Confidential Information; and
(ii)
Customer Data shall constitute Customer Confidential Information;
(d)
any information detailed in the Order Form.
“Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
13.2
The provisions of this clause shall not apply to any Confidential Information that:
(a)
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b)
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c)
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(d)
the parties agree in writing is not confidential or may be disclosed.
13.3
Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a)
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (“Permitted Purpose”); or
(b)
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
13.4
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a)
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
13.5
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
13.6
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offense under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
13.7
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Contract are granted to the other party, or to be implied from these Terms.
13.8
On termination or expiry of the Contract, each party shall:
(a)
destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
(b)
erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c)
certify in writing to the other party that it has complied with the requirements of this clause.
13.9
No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13.10
Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.
13.11
The above provisions of this clause 13 shall continue to apply after termination or expiry of the Contract.

14. Indemnity

14.1
The Customer shall defend, indemnify and hold harmless Senturo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
(a)
the Customer is given prompt notice of any such claim;
(b)
Senturo provides reasonable cooperation to the Customer in the defense and settlement of such claim, at the Customer's expense; and
(c)
the Customer is given sole authority to defend or settle the claim.
14.2
Senturo shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services in accordance with these Terms infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a)
Senturo is given prompt notice of any such claim;
(b)
the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Senturo in the defense and settlement of such claim, at Senturo’s expense; and
(c)
Senturo is given sole authority to defend or settle the claim.
14.3
In the defense or settlement of any claim, Senturo may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
14.4
In no event shall Senturo, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a)
a modification of the Services by anyone other than Senturo; or
(b)
the Customer's use of the Services in a manner contrary to the instructions given to the Customer by Senturo; or
(c)
the Customer's use of the Services after notice of the alleged or actual infringement from Senturo or any appropriate authority; or
(d)
the Customer's breach of these Terms.
14.5
The foregoing and clause 15.3(b) states the Customer's sole and exclusive rights and remedies, and Senturo’s (including Senturo’s employees', agents' and
sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

15. Limitation of liability

Warning: you are strongly advised to read this clause

15.1
Except as expressly and specifically provided in these Terms:
(a)
the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Senturo shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Senturo by the Customer in connection with the Services, or any actions taken by Senturo at the Customer's direction;
(b)
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(c)
the Services are provided to the Customer on an "as is" basis.
15.2
Nothing in these Terms excludes the liability of Senturo:
(a)
for death or personal injury caused by Senturo's negligence; or
(b)
for fraud or fraudulent misrepresentation.
15.3
Subject to clause 15.1 and clause 15.2:
(a)
Senturo shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
(b)
Senturo’s total aggregate liability to the Customer (including in respect of the indemnity at clause 14.2), in respect of all breaches of duty occurring within any contract year shall not exceed the amount of Subscription Fees paid by the Customer.
15.4
References to liability in this clause 15 include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.5
Nothing in these Terms excludes the liability of the Customer for any breach, infringement or misappropriation of Senturo’s Intellectual Property Rights.

16. Force majeure

Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days written notice to the affected party.

17. Variation

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

18. Waiver

18.1
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19. Right and memedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
20.2
If any provision or part-provision of these Terms is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1
These Terms (and the Schedules) constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
21.2
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
21.3
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
21.4
Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

21.1
The Customer shall not, without the prior written consent of Senturo, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
21.2
Senturo may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms, provided that it gives prior written notice of such dealing to the Customer.

23. No Partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third-party rights

Unless it expressly states otherwise, thes Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms

25. Notices

25.1
Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a)
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b)
sent by email to an email address specified by the party.
25.2
Any notice shall be deemed to have been received:
(a)
if delivered by hand, at the time the notice is left at the proper address;
(b)
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c)
if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
25.3
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Governing law

This Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

27. Jurisdiction

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 these Terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1- Service Level

1. Interpretation

The following definitions and rules of interpretation apply in this Schedule.
1.1
Available Hours: 08:00 to 21:00 Monday to Friday excluding UK public and bank holidays.
1.2
Customer Cause: any of the following causes:
(a)
any improper use, misuse or unauthorized alteration of the Software by the Customer;
(b)
any use of the Software by the Customer in a manner inconsistent with the then-current instructions and or Terms;
(c)
the use by the Customer of any hardware or software not provided by Senturo or approved by Senturo in connection with the Software;
(d)
any unavailability resulting from the Subscriber’s own internet access issues; or
(c)
the use of a non-current version or release of the Software.
1.3
Fault: any Operational Fault or Vulnerability.
1.4
Help Desk Support: any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Software.
1.5
Main Terms: the terms to which this schedule relates.
1.6
Operational Fault: failure of the Software to operate in all material respects in accordance with the Terms.
1.7
Out-of-scope Services: any services provided by Senturo in connection with any apparent problem regarding the Software reasonably determined by Senturo not to have been caused by a Fault, but rather by a Customer Cause or a cause outside Senturo’s control (including any investigational work resulting in such a determination).
‍
Service Availability: shall mean the time during the Available Hours when the Customer is able to connect to the access point on Senturo’s hosting provider's backbone network.
1.8
Service Credits: the service credits specified in clause 5 of this schedule.
1.9
Service Unavailability: shall mean any time during the Available Hours when the Customer is unable to connect to the access point on Senturo’s hosting provider's backbone network unless any of the following factors or event applies:
(a)
a Customer Cause;
(b)
any planned maintenance events notified to the Subscriber in advance (in accordance with clause 5.2 of the Terms) or third-party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorized third parties sub-contracted by Senturo to perform the Services); and/or
(c)
any outages or disruptions attributable in whole or in part to a Force Majeure event in accordance with the Terms.
1.10
Support Period: the Subscription Term.
1.11
Support Request: request made by the Customer in accordance with this schedule for support in relation to the Software, including correction of an Operational Fault.
1.12
Support Services: maintenance of the then-current version or release of the Software, including Help Desk Support but excluding any Out-of-scope Services.
1.13
Uptime Service Level: shall be calculated in accordance with clause 4.1 of this schedule.
1.14
Uptime Service Level Target: shall have the meaning given to it in clause 2.1 of this schedule.
1.15
All initial capitalized terms in this schedule shall have the meaning given to them in the Main Terms, unless otherwise defined herein.

2. Support services

2.1
During the Support Period, Senturo shall provide at least a 99.9% uptime Service Availability (the “Uptime Service Level Target”).
2.2
As part of the Support Services, Senturo shall:
(a)
provide Help Desk Support by means of live chat and e-mail (at support@senturo.com); and
(b)
provide technical support for the Software in accordance with this schedule.
2.3
Senturo may reasonably determine that any services are Out-of-scope Services. If Senturo makes any such determination, it shall promptly notify the Customer of that determination.
2.4
The Customer acknowledges that Senturo is not obliged to provide Out-of-scope Services.

3. Submiting support request and access

3.1
The Customer may request Support Services via live chat and/or e-mail (at support@senturo.com).
3.2
Each Support Request shall include a description of the Operational Fault or Vulnerability and, where relevant, the start time of the incident.
3.3
The Customer shall provide Senturo with:
(a)
prompt notice of any Faults which it becomes aware of; and
(b)
such output and other data, documents, information, assistance and (subject to compliance with all Customer's security and encryption requirements notified to Senturo in writing) remote access to the Customer System, as are reasonably necessary to assist Senturo to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.
3.4
All Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail).
3.5
The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Senturo direct access to the Customer’s system and the Customer's files, equipment and personnel.

4. Service levels

4.1
The Uptime Service Level is calculated on a monthly basis using the following formula expressed as a percentage:
(Available Hours during the period minus Service Unavailability during the period) x 100
(Available Hours)

5. Service credits

5.1
If the Uptime Service Level is below the Uptime Service Level Target in any given calendar month, Senturo shall credit the Customer’s account by an amount calculated as follows:
(Uptime Service Level Target - Uptime Service Level) x the monthly Subscription Fees (pro-rated where applicable)
5.2
A Service Credit shall not be payable unless the Customer requests it within 7 Business Days of the end of the calendar month to which the Service Credit relates. The maximum Service Credit allowable in a given month is limited to an amount equal to 20% of the total Subscription Fees paid by the Customer for that month (pro-rated where applicable).
5.3
The Customer acknowledges and agrees that the terms of this Schedule relating to Service Credits constitute a genuine pre-estimate of the loss or damage that a Customer would suffer as a result of Senturo’s failure to achieve the Uptime Service Level Target and are not intended to operate as a penalty for Senturo’s non-performance.
5.4
The payment of Service Credits represents the Customer’s sole remedy in relation to a failure to achieve the Uptime Service Level Target.

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