AUTOMATION CLOUD TERMS AND CONDITIONS OF SERVICE (“Terms”)
If the individual signing up to use the Service is doing so on behalf of a company or other legal entity, such individual represents and warrants that they have full power and authority to bind such entity to these Terms and to enter into a legally binding agreement with UBIO. If you do not have such authority, you must not sign-up to the Services and you may not.
UBIO recommends that you save a copy of these Terms as part of signing-up to use the Service.
1.1. The definitions and rules of interpretation in this clause apply in these Terms:
Acceptable Use Policy: UBIO’s Acceptable Use Policy;
Access Credentials: the usernames, passwords and other credentials enabling access to the Services, including both access credentials for the Platformand access credentials for the API;
Additional Fees: means any additional fees specified in the Order Confirmation. By way of example only, fees for exceeding Usage Limits (i.e. out of plan automations), fees for secure vault tokenization, Additional Service Fees, Upgrade Fees (if applicable), and any other fees specified in the Order Confirmation or otherwise agreed in writing by the parties from time to time;
Additional Order Confirmation: any Order Confirmation sent by UBIO to the Client after the initial Order Confirmation, setting out further terms and conditions which apply to the Services. By way of example only, a confirmation of the purchase by the Client of any Additional Services or Upgrades.
Additional Services: any additional or replacement Services made available to the Client by UBIO through the Platform and which the Client agrees to purchase, as confirmed in an Additional Order Confirmation;
Agreement: means these Terms (including all Sections and Schedules) and the Order Confirmation;
API: the application programming interface for the Hosted Services, made available by UBIO to the Client;
Authorised Users: those employees or representatives of the Client who are authorised by the Client to use the Services;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Client: means the company or individual listed in the Order Confirmation;
Client Data: the data inputted by the Client and the Authorised Users for the purpose of using the Services or facilitating the Client’s use of the Services or such data transmitted by the Platform at the instigation of the Client or generated by the Platform as a result of the use of the Services by the Client (but excluding analytics data relating to the use of the Services);
Confidential Information: means all correspondence, conversations, information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one party from the other or from a third party, including any information relating to a party’s operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers, business affairs, personal and family affairs, this Agreement or information which the parties knew or ought reasonably to have known to be confidential (whether or not marked as confidential);
Consequential Loss: means any loss of profit and any damage, loss or injury of whatsoever nature which does not flow directly from the act or omission of a party but only from a consequence or result of such act or omission including, but not limited to, any business interruption or loss or anticipated loss of profit, revenue, business opportunity, equipment and any other indirect loss of a similar nature;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation;
Client Data: the data provided by the Client to UBIO which shall include any Client Personal Data;
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
Fees: the amounts, including any applicable Additional Fees, set out in the Order Confirmation or as otherwise agreed in writing by the parties;
Forum Support: UBIO’s community forum for use by users of the Services;
Free Service: a free of charge Service Option, details of which shall be set out in the Order Confirmation, if applicable;
Initial Subscription Period: the time period set out in the Order Confirmation;
Intellectual Property Rights: means any patent, patent applications, trade secret, trademark, copyright, database rights, industrial design or any other intellectual property right registered or unregistered in any country throughout the world, and all related goodwill.
Paid Service: a paid for Service Option, where the Client pays certain Fees to UBIO, details of which shall be set out in the Order Confirmation, if applicable
PAN Data: primary account number, the unique payment card number that identifies the issuer and the particular cardholder account associated with a payment card;
Payment Terms: the payment terms relating to the Client’s payment of any applicable Fees to UBIO as specified in the Order Confirmation (these will be monthly or annual fees, unless otherwise agreed in writing).
PCI: payment card industry;
PCI Compliance: payment card industry compliance;
PCI-DSS Compliance: the Payment Card Industry Data Security Standard as issued by the Payment Card Industry Data Security Standards Council from time to time;
Platform: the UBIO Automation Cloud, as detailed in the Services, and any platform through which UBIO provides the Services to the Client;
Order Confirmation: the order confirmation email sent to the Client by UBIO, which includes any Additional Order Confirmation;
: has the meaning given in clause 19.1
Services: the services provided by UBIO to the Client under this Agreement, including access to the API, the Platform and the Support Services, Free Services and/or Paid Services, as detailed in the Order Confirmation;
Service Option: the service level selected by the Client, including any features and any limitations placed upon the Client’s selected Service, as set out in the Order Confirmation;
Standard Contractual Model Clauses: means the contractual clauses as may be updated from time to time by Data Protection Legislation;
Start Date: the date upon which the parties entered into the Agreement, as set out in the Order Confirmation;
Subprocesser:means any person (including any third party) appointed by or on behalf of a Processor to process Personal Data in connection with the Services; and
Support Services: access to email support, Slack/live chat support, Forum support, the level of available support is dependent upon the Service Option selected by the Client, as detailed in the Order Confirmation;
has the meaning given in clause 2.1
Usage Limits: the number of automations/month for the Client’s chosen Service Option, as set out in the Order Confirmation.
Upgrades: means releases of the Platform that corrects faults, adds functionality or otherwise amends or upgrades the existing Platform, at UBIO’s discretion, as made available to all of UBIO’s Clients;
Vault: UBIO’s method of using tokenization to encrypt PCI data;
Virus: any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.
1.2. Section, clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. Unless the context otherwise requires, references to clauses and schedules are to the clauses and schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.7. All Sections and schedules are hereby incorporated by reference into this Agreement.
1.8. If there is any inconsistency between the provisions of the Agreement, the order of precedence shall be Section 1 (Key Terms), Schedule 1 (Data Processing Information), Section 2 (General Terms of Business) and the Order Confirmation.
- ABOUT UBIO AND CONFIRMATION OF CONTRACT TERMS
2.1. UBIO Limited (with registered company number 08725879), having its registered office at 63-66 Hatton Garden, Fifth Floor, Suite 23, London EC1N 8LE (“UBIO”) is willing to make certain Services available to the Client, subject to Client paying the Fees, in accordance with the terms of the Agreement.
2.2. This Agreement sets out the terms and conditions upon which UBIO shall supply and the Client shall use the Services. By signing up to use the Services, the Client is entering into a legally binding contract between UBIO and the Client. If you have any questions about the Agreement, please contact us before you sign-up to use our Services.
2.4. UBIO may contact the Client using the contact details provided by the Client as part of the account creation process, as confirmed in the Order Confirmation, or as otherwise notified by the Client to UBIO from time to time.
- THE SERVICES
3.1. In relation to Paid Services, and subject to the Client paying the Fees in respect of the Services and acting at all times in accordance with this Agreement, and in accordance with the specific Service Option, UBIO hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services during the Initial Subscription Term and any Renewal Term.
3.2. In relation to Free Services, subject to the Client’s compliance with the terms and conditions of this Agreement and in accordance with the specific Service Option, UBIO hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services during the term of this Agreement.
3.3. Any changes to the Services, including any changes to the Services set out in the Order Confirmation, Upgrades or Additional Services must be agreed in writing between UBIO and the Client.
3.4. Each party agrees that UBIO provides the Services for use by businesses, not by consumers.
- CLIENT’S USE OF THE SERVICES & RESTRICTIONS
4.1. In relation to the use of the Services, the Client undertakes that:
4.1.1. it will not sign-up to multiple user accounts to use the Services without UBIO’s prior written agreement;
4.1.2. in relation to Paid Services, it will comply with any Usage Limits and, if it fails to do this, it shall pay any Additional Fees in accordance with Clause 13
4.1.3. it shall keep the Access Credentials secure and confidential, and shall change the password no less frequently than every 3 months;
4.1.4. the Access Credentials and the Services may only be used by the officers, employees, agents and subcontractors of the Client;
4.1.5. only Authorised Users may use the Access Credentials in order to access and use the Services;
4.1.6. it shall use the Services in accordance with all applicable laws;
4.1.7. it will comply and will procure that all Authorised Users comply with the Acceptable Use Policy;
4.1.8. it shall permit UBIO or UBIO’s designated auditor to audit the Services to audit compliance with this Agreement. Each such audit may be conducted no more than once per year, at UBIO’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;
4.1.9. if any of the audits referred to in Clause 4.1.7
126.96.36.199. reveal that the Client has not kept the Access Credentials confidential, then without prejudice to UBIO’s other rights, UBIO shall promptly disable such Access Credentials and UBIO shall not issue any new Access Credentials to the Client; or
188.8.131.52. reveal, in relation to Paid Services, that the Client has underpaid Fees to UBIO, then without prejudice to UBIO’s other rights, the Client shall pay to UBIO an amount equal to such underpayment as calculated in accordance with the prices set out in this Agreement or as agreed between UBIO and the Client within  Business Days of the date of the relevant audit.
4.2. The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services or use the Services in any way that that:
4.2.1. is unlawful, illegal, harmful, fraudulent, threatening, infringing or harmful;
4.2.2. facilitates illegal activity;
4.2.3. is otherwise illegal or causes damage or injury to any person or property; or
4.2.4. is in violation of any third-party terms and conditions,
and UBIO reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to the Services and/or the Platform and/or terminate this Agreement if the Client is in breach of any of the provisions of this clause.
4.3. In connection with the Services the Client shall not (or allow any person or entity (whether with or without consideration):
4.3.1. 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 this Agreement:
184.108.40.206. conduct any load testing or penetration testing through its use of the Services;
220.127.116.11. use the Services to carry out any cryptocurrency mining of any cryptocurrency or cryptoasset;
18.104.22.168. promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer;
22.214.171.124. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
126.96.36.199. sublicense, transfer and/or assign the Services or any element of the Services to any third party, whether with or without consideration;
188.8.131.52. render any services to third parties using the Services;
184.108.40.206. remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Services;
220.127.116.11. attempt to de-compile, reverse compile, disassemble, reverse engineer, or attempt to derive the architecture or design, or any source code or otherwise reduce to human-perceivable form all or any part of the Services; or
18.104.22.168. allow any third parties to use the Services; or
22.214.171.124. make any copies of the Services or any part of the Services.
4.3.2. access all or any part of the Services in order to build a product or service which competes with the Services; or
4.3.3. 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, or
4.3.4. introduce or permit the introduction of, any Virus into UBIO’s Platform, network and information systems.
4.3.5. The Client shall use all reasonable endeavours, including reasonable security measures, to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify UBIO.
4.3.6. The rights provided under this Clause 4
are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
- PCI COMPLIANCE
5.1. The Client warrants that if its use of the Services includes the receipt, transfer, processing, transmission, maintenance, storage, download or access to any PAN Data (“PAN Data Transaction”) through the Platform that it will use UBIO’s Vault for each such PAN Data Transaction.
5.2. If the Client fails to comply with the terms of clause 5.1
, and without prejudice to any other rights or remedies has under these Terms, UBIO may suspend or terminate the Agreement immediately.
5.3. The Client acknowledges and accepts that its use of the Vault is without prejudice to the Client’s own obligations to implement and maintain its own PCI-DSS Compliance.
- AVAILABILITY OF THE SERVICES
6.1. UBIO shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week and will endeavour to achieve a 99.9% uptime, except for:
6.1.1. planned maintenance carried out during the maintenance window of 9.00 pm to 7.00 am UK time; and
6.1.2. unscheduled maintenance performed on a day which is not a on Business Day or between 6.00 pm and 8.00 am on a Business Day, provided that UBIO has used reasonable endeavours to give the Client at least 4 hours’ notice in advance.
- SUPPORT SERVICES
7.1. UBIO shall use commercially reasonable endeavours to provide the Support Services to the Client between the hours of 9.00 am – 5:30 pm on a Business Day.
7.2. The Client acknowledges and accepts that:
7.2.1. any use of the Forum, including any reliance on information or advice provided through the Forum, is at the Client’s own risk.
7.2.2. UBIO does not monitor the Forum; and
7.2.3. UBIO does not guarantee the accuracy of any advice, guidance or information shared through the Forum.
- CLIENT DATA
8.1. The Client shall own all rights, titles and interests in all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
8.2. The Client hereby grants to UBIO a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of UBIO’s obligations and the exercise of UBIO’s rights under this Agreement. The Client also grants to UBIO the right to sublicence these rights in order to perform its obligations under this Agreement.
8.3. The Client warrants to UBIO that the Client Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
8.4. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against UBIO shall be for UBIO to use reasonable commercial endeavours to restore the lost or damaged Client Data. The Client acknowledges and accepts that UBIO does not maintain backups of the Client Data and that the Client should make regular backups of its own Client Data. UBIO shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by UBIO to perform services related to Client Data maintenance and back-up for which it shall remain liable).
- DATA PROTECTION
”) in relation to the privacy and security of the Client Data, as such document may be amended from time to time by UBIO in its sole discretion.
9.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9.2
is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3. The parties acknowledge that:
9.3.1. if UBIO processes any personal data on the Client’s behalf when performing its obligations under this Agreement, the Client is the controller and UBIO is the processor for the purposes of the Data Protection Legislation;
9.3.2. Schedule 1 (Data Processing Information) sets out the sets out the scope, nature and purpose of processing by UBIO, the duration of the processing and the types of personal data and categories of data subject. The Client will notify UBIO in writing in advance, if it wishes to change the information or instructions set out In Schedule 1 and such changes shall only take effect once UBIO has confirmed its acceptance in writing to the Client;
9.3.3. the personal data may be transferred or stored outside the European Economic Area or the country where the Client and the Authorised Users are located in order to carry out the Services and UBIO’s other obligations under this Agreement.
9.4. Without prejudice to the generality of Clause 9.2
, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to UBIO for the duration and purposes of this Agreement so that UBIO may lawfully use, process and transfer the personal data in accordance with this Agreement on UBIO’s behalf.
9.5. Without prejudice to the generality of Clause 9.2
, UBIO shall, in relation to any personal data processed in connection with the performance by UBIO of its obligations under this Agreement:
9.5.1. process that personal data only on the documented written instructions of the Client unless UBIO is required by as a matter of law to process personal data (“Applicable Laws”). Where UBIO is relying on Applicable Laws as the basis for processing personal data, UBIO shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit UBIO from so notifying the Client;
9.5.2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
126.96.36.199. the Client or UBIO has provided appropriate safeguards in relation to the transfer;
188.8.131.52. the data subject has enforceable rights and effective legal remedies;
184.108.40.206. UBIO complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
220.127.116.11. UBIO complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
9.5.3. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.5.4. notify the Client without undue delay on becoming aware of a personal data breach;
9.5.5. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
9.5.6. maintain complete and accurate records and information to demonstrate its compliance with this Clause 9.5
and immediately inform the Client if, in the opinion of UBIO, an instruction infringes the Data Protection Legislation.
9.6. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
9.7. The Client consents to UBIO appointing the third-party processors identified in Schedule 1 as a third-party processor of personal data under this Agreement. As between the Client and UBIO, UBIO shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 9.7
- THIRD-PARTY PROVIDERS
- SUPPLIER’S OBLIGATIONS
11.1. UBIO will perform the Services with reasonable skill and care.
11.2. Clause 11.1
shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to UBIO’s instructions; or modification or alteration of the Services by any party other than UBIO or UBIO’s duly authorised contractors or agents. If the Services do not conform with Clause 11.1
, UBIO will, at its expense, use reasonable commercial endeavours to (a) correct any such non-conformance promptly, or (b) provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of Clause 11.1. Notwithstanding the foregoing,
11.2.1. does not warrant that the Client’s use of the Services will be uninterrupted or error-free;
11.2.2. does not warrant that the Services and/or the information obtained by the Client through the Services will meet the Client’s requirements;
11.2.3. is not responsible or liable 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 Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
11.2.4. is not responsible or liable for any non-conformance of the Services which is caused by failure of the Client, or a material change to, the Client’s systems or a third-party’s systems or platform to which the Client has given UBIO access for the purpose of the Services.
11.3. This Agreement shall not prevent UBIO 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 this Agreement.
11.4. UBIO warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
- CLIENT’S OBLIGATIONS
12.1. The Client warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
12.2.1. in a timely and efficient manner, provide UBIO with:
18.104.22.168. all necessary co-operation in relation to this Agreement; and
22.214.171.124. all necessary access to such information or premises as may be required by UBIO;
in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
12.2.2. without affecting its other obligations under this Agreement, comply with all applicable laws (including anti-corruption and anti-bribery laws) and regulations with respect to its activities under this Agreement;
12.2.3. carry out all Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, UBIO may adjust any agreed timetable or delivery schedule as reasonably necessary;
12.2.4. ensure that the Authorised Users use the Services in accordance with this Agreement and be responsible for any Authorised User’s breach of this Agreement;
12.2.5. obtain and shall maintain all necessary licences, consents (including, but not limited to, the consent (if required) of the Authorised Users), permissions and access necessary for UBIO, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
12.2.6. ensure that its network and systems comply with the relevant specifications provided by UBIO from time to time;
12.2.7. be solely responsible for ensuring that the Services are fit for the Client’s purpose and meet the needs of the Client; and
12.2.8. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to UBIO’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
12.3. If UBIO's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, UBIO shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
- CHARGES AND PAYMENT
13.1. In relation to Paid, Services, the Client shall pay the Fees according to the Payment Terms specified in the Order Confirmation.
13.2. Any Fees payable for Upgrades and/or Additional Services shall be payable from the day they are activated by the Client on the Platform, as confirmed in any Additional Order Confirmation.
13.3. If UBIO has not received payment of any and all applicable Fees on the due date, and without prejudice to any other rights and remedies of UBIO:
13.3.1. UBIO may, without liability to the Client, disable the Client’s access to all or part of the Services and UBIO shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
13.3.2. 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 the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
13.4. All amounts and fees stated or referred to in this Agreement:
13.4.1. non-cancellable and non-refundable;
13.4.2. are exclusive of value added tax, which shall be added to any UBIO invoice at the appropriate rate, where it applies; and
13.4.3. shall be paid by the Client in accordance with any payment schedule which applies to the Service Option set out in the Order Confirmation. The Client will automatically be charged, using the card details provided when it signed-up for the Service, unless and until it provides UBIO with alternative payment information and/or this Agreement is terminated in accordance with its terms.
13.5. In relation to Paid Services, and following the end of the Initial Subscription Term, UBIO shall be entitled to increase the Fees upon giving the Client at least 30 days’ written notice.
13.6. In relation to Free Services, UBIO shall be entitled to increase the Fees upon giving the Client at least 30 days’ written notice.
- PROPRIETARY RIGHTS
14.1. The Client acknowledges and agrees that UBIO and/or its licensors own all Intellectual Property Rights in the Services and will retail all title to and ownership in them. Except as expressly stated herein, this Agreement does not grant the Client 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 licences in respect of the Services. All related concepts, technical how-how and all modifications customizations, revisions, bug fixes, enhancements, improvements and derivative works (collectively, the Derivative Works) thereof developed by UBIO or anyone else, including all Intellectual Property Rights and, except for the expressed limited license granted hereunder, the Client shall have no rights in or claims with respect thereto. To the extent it shall be determined that the Client has any right in connection with the Services, the Client hereby irrevocably: (i) assign to UBIO, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that the Client may have in or to the Services and/or related Intellectual Property Rights; and (ii) agree to take any lawful action, which UBIO reasonably requests to vest or protect the Client’s right, title and interest in the Services and any Derivative Works (at the Client’s sole cost).
14.2. UBIO 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, the terms of this Agreement.
15.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that:
15.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
15.1.2. was in the other party’s lawful possession before the disclosure;
15.1.3. is lawfully disclosed to the receiving party by a third-party without restriction on disclosure; or
15.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
15.2. Subject to Clause 15.4
, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third-party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
15.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its officers, employees or agents in violation of the terms of this Agreement.
15.4. 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 and, where notice of disclosure is not prohibited and is given in accordance with this Clause 15.4
it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
15.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third-party.
15.6. The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute UBIO’s Confidential Information.
15.7. UBIO acknowledges that the Client Data is the Confidential Information of the Client.
15.8. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (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.
15.9. The above provisions of this Clause 15
shall survive termination of this Agreement, however arising.
16.1. The Client shall defend, indemnify and hold harmless UBIO 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 Client’s use of the Services, provided that:
16.1.1. the Client is given prompt notice of any such claim;
16.1.2. UBIO provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and
16.1.3. the Client is given sole authority to defend or settle the claim.
16.2. Subject to Clause 16.3
, UBIO shall defend the Client, its officers, directors and employees against any claim that the Services infringes any patent effective as of the Start Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
16.2.1. UBIO is given prompt notice of any such claim;
16.2.2. the Client provides reasonable co-operation to UBIO in the defence and settlement of such claim, at UBIO’s expense; and
16.2.3. UBIO is given sole authority to defend or settle the claim.
16.3. In the defence or settlement of any claim, UBIO may procure the right for the Client 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 this Agreement on two (2) Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
16.4. In no event shall UBIO, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
16.4.1. a modification of the Services by anyone other than UBIO; or
16.4.2. the Client’s use of the Services in a manner contrary to the instructions given to the Client by UBIO; or
16.4.3. the Client’s use of the Services after notice of the alleged or actual infringement from UBIO or any appropriate authority.
16.5. The foregoing states the Client’s sole and exclusive rights and remedies, and UBIO’s (including UBIO’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right, right of confidentiality or other intellectual property right.
- LIMITATION OF LIABILITY
17.1. Except as expressly and specifically provided in this Agreement:
17.1.1. the Client assumes sole responsibility for the configuration of the Services. UBIO shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to UBIO by the Client in connection with the Services, or any actions taken by UBIO at the Client’s direction;
17.1.2. 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 this Agreement;
17.1.3. the Services are provided to the Client on an “as is” basis; and
17.1.4. the Client assumes sole responsibility for the Authorised Users, and UBIO shall have no liability in respect thereof.
17.2. Nothing in this Agreement excludes the liability of a party:
17.2.1. for death or personal injury caused by that party’s negligence; or
17.2.2. for fraud or fraudulent misrepresentation.
17.3.1. Neither party shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any Consequential Loss however arising under this Agreement or for any:
126.96.36.199. Loss of profits or anticipated savings
188.8.131.52. Loss of business, contracts or opportunities
184.108.40.206. Loss or corruption of any data, database or software
220.127.116.11. Loss of revenue or income;
18.104.22.168. Loss of use or production; and
17.3.2. UBIO’s total aggregate liability in contract (including in respect of the indemnity at Clause 16.2
), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the lower in value of (i) the total amount of any Fees paid by the Client to UBIO pursuant to this Agreement during the 12 months immediately preceding the date on which the claim arose or (ii) £10.00.
- CHANGING THE AGREEMENT
Save as expressly provided for in this Agreement, UBIO may change the terms and conditions of the Agreement at any time. UBIO will inform the Client of these changes in writing (including by email or through the Platform) before they take effect, and this may include referring the Client to UBIO’s website or making the new terms available online.
- TERM AND TERMINATION
19.1. In relation to Paid Services:
19.1.1. this Agreement shall commence on the Start Date and will continue until the end of the Initial Subscription Term, subject to the provisions for earlier termination set out in this Agreement. Unless either party gives the other party not less than thirty (30) days’ notice to terminate the Agreement at the end of the Initial Term, the Agreement shall automatically renew for successive periods of time equal to the time period of the Initial Subscription Term (for example, if the Initial Subscription Term is 12 months, each renewal period shall be 12 months, if the Initial Subscription Term is 30 days, each renewal period shall be 30 days) (“Renewal Term”); and
19.1.2. during any Renewal Term, and without prejudice to Clause 19.3
, Clause 19.4
and Clause 19.5 below, either party may terminate the Agreement by giving thirty (30) days’ notice to the other party.
19.2. In relation to Free Services, and without prejudice to Clause 19.3, Clause 19.4 and Clause 19.5 below, this Agreement shall commence on the Start Date and will continue until terminated by one party giving not less than 30 days’ notice to the other party.
19.3. Without affecting any other right or remedy available to it, UBIO may terminate this Agreement:
19.3.1. if the Client fails to pay any amount under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
19.3.2. if the Client is in breach of Clause 4
, Clause 5
and/or Clause 9
19.3.3. if there is a change of control of the Client.
19.4. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
19.4.1. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
19.4.2. 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, 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 Insolvency Act 1986;
19.4.3. 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;
19.4.4. 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; (iv) 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; (v) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (vi) 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; (vii) 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; (viii) 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 (i) to (vii) (inclusive); or (ix) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
19.5. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if that other party is an individual if:
19.5.1. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
19.5.2. that other party dies;
19.5.3. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
19.5.4. that other party is the subject of a bankruptcy petition or order (or an analogous proceeding in another jurisdiction).
19.6. On termination of this Agreement for any reason:
19.6.1. any Fees owed by the Client to UBIO must be paid immediately;
19.6.2. all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services;
19.6.3. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
19.6.4. UBIO may destroy or otherwise dispose of any of the Client Data in its possession in accordance with this Agreement, unless UBIO receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. UBIO shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by UBIO in returning or disposing of Client Data; and
19.6.5. 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- FORCE MAJEURE
UBIO shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of UBIO or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
Except as expressly provided for in these Terms, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
24.1. If any provision or part-provision of this Agreement 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 this Agreement.
24.2. If any provision or part-provision of this Agreement is deemed deleted under Clause 24.1
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.
- ENTIRE AGREEMENT
25.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2. Each party acknowledges that in entering into this Agreement 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 this Agreement.
25.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
26.1. The Client shall not, without the prior written consent of UBIO, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
26.2. UBIO may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
- NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise 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).
- THIRD-PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
29.1. Any notice required to be given under this Agreement shall be in writing and shall be sent by email or sent by recorded signed-for post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.
29.2. A correctly addressed notice sent by recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
- DISPUTE RESOLUTION
31.1. If any dispute arises in connection with this Agreement, UBIO and the Client will, within 14 days of a written request from a party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not wholly resolved at that meeting, the matter shall be referred to a director of UBIO and the Client. If the matter is still not resolved the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre of Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the mediation, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start no later than 28 days after the date of the ADR notice.
31.2. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
- GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 - DATA PROCESSING INFORMATION
- Scope of data processing activities: The provision of the Services by UBIO to the Client and other related purposes.
- Purpose of processing: To enable the Client to use the Services.This may include contacting you about the Services, to facilitate the Client’s use of the Support Services (although see below regarding use of the Forum, which is at Client’s own risk). It also includes verifying Client and Authorised User credentials when logging onto use the Services and (if applicable) for billing purposes.
If the Client shares any personal data through its use of the Forum, it does so at its own risk and UBIO bears no responsibility for how the Client uses the forum or what information it shares with the Forum or how other Forum users may use such information.
- Nature of the processing: to facilitate the Client’s use of the Services.
- Duration of processing: Following the successful completion of an automation by the Client using the Service, all data marked as personal data for use in an automation is automatically deleted.
- Types of personal data:
Personal data provided by the Client and/or any Authorised Users when signing up for and/or using the Services, which includes: name, email address and other contact details. This may include financial information for billing purposes. Personal data of third parties, which includes: name, email address and other contact details, used in automations by the Client.
- Sub-processors of Personal Data:
- Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland. Google provides web hosting services including database/data storage.
- Amazon Web Services Inc, 410 Terry Avenue North, Seattle, WA 98109-5210. AWS Web Services provides web hosting services including database/data storage.
- DigitalOcean, 101 Avenue of the Americas, 10th Floor, New York, NY 10013. DigitalOcean provides web hosting services including database/data storage.