SaaS Terms & Conditions
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
Confidential Information: information that is proprietary or confidential.
Customer: a party which subscribes for a Module.
Customer Data: the data inputted by the Customer or the Supplier on the Customer’s behalf for the purpose of using a Service or
facilitating the Customer’s use of a Service.
Data Protection Legislation: all UK and applicable European Union or other legislation relating to personal data in force from time to time.
Documentation: the document made available to the Customer by the Supplier online via the Supplier’s website in respect of a
Module, as amended from time to time, and which sets out a description of the Services in respect of the Module and the user instructions for such Services.
EVENT: The Supplier’s web-based TMS platform (or ecosystem), via which all Modules and Documentation are accessed by the Customer.
Module: a service, as modified from time to time by way of upgrade, such as in the form of new features or additional functionality, offered by the Supplier as a specific and discrete subscription service (including without limitation such service’s use of EVENT if
accessed through it rather than stand alone) and capable of subscription by the Customer independently of any other such service offered by the Supplier.
Services: the services, as modified from time to time by way of upgrade, such as in the form of new features or additional functionality, to be provided in respect of a Module by the Supplier to the Customer under these terms and conditions via the Supplier’s website, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier in respect of a Module as part of the Services, including without limitation the EVENT operating system.
Subscription Fees: in respect of a Module means the monthly subscription fees payable by the Customer to the Supplier as set out on the Supplier’s website from time to time.
Subscription Term: in respect of a Module means the time between the subscription for a Module by the Customer and the termination of such subscription pursuant to clause 12.1 or clause 12.3.
Supplier: 3T Logistics Limited, a company incorporated in England and Wales with number 03973355 and whose registered office is at Unit 4, Thorpe Way, Grove Park, Enderby, Leicester, LE19 1SU.
Support Services Policy: the Supplier’s policy for providing support in relation to Services as set out on the Supplier’s website.
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 Clause headings shall not affect the interpretation of these terms and conditions. References to clauses are to the clauses of these terms and conditions
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2. Service subscription
2.1 The Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, in respect of any Module for which the Customer has subscribed, to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 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 and conditions:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any Software and/or Documentation (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 humanperceivable form all or any part of any Software; or
(b) access all or any part of any Services and Documentation in order to build a product or service which competes with any
Services and/or Documentation; or
(c) use any Services and/or Documentation to provide services to third parties; or
(d) subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make any Services and/or Documentation available to any third party; or
(e) attempt to obtain, or assist third parties in obtaining, access to any Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus into the Supplier’s network and information systems.
2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify the Supplier.
2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Services
3.1 In respect of each Module the Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these terms and conditions.
3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except
for:
(a) planned maintenance or upgrades carried out between 7.00 pm Friday and 7.00 am Monday UK time; and
(b) unscheduled maintenance performed outside such times, provided that the Supplier has published details of such maintenance on its website at least 6 hours in advance.
3.3 The Supplier will, as part of any Service supplied and at no additional cost to the Customer provide the Customer with the Supplier’s standard customer support services in accordance with the Supplier’s Support Services Policy in effect at the time that the Service is provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
4. Customer data
4.1 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.
4.2 The Supplier shall follow its duel environment procedures for Customer Data as set out in its back-up policy, as such policy may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its back-up policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
4.3 Both the Customer and the Supplier will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
4.4 Both the Customer and the Supplier acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under these terms and conditions, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation.
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out Services and the Supplier’s other obligations under these terms and conditions.
4.5 Without prejudice to the generality of clause 4.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with these terms and conditions on the Customer’s behalf.
5. Supplier’s obligations
5.1 The Supplier undertakes that Services will be performed substantially in accordance with their Documentation.
5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of any Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.3 The Supplier:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free; or
(ii) Services, Documentation and/or the information obtained by the Customer through Services will meet the Customer’s requirements.
3T Logistics Limited. Registered No. 03973355. Incorporated in England and Wales.
(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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. Customer’s obligations
The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to its activities under these terms and conditions;
(c) carry out all other Customer responsibilities set out in these terms and conditions in a timely and efficient manner;
(d) use Services and Documentation in accordance with these terms and conditions;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these terms and conditions;
(f) ensure in respect of each Module that its network and systems comply with the relevant specifications provided by the Supplier from time to time in the Documentation; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in these terms and conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, 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. Charges and payment
7.1 The Customer shall in respect of each Module for which it has subscribed from time to time pay the Subscription Fees to the Supplier in accordance with this clause 7.
7.2 The Customer shall during each Subscription Term keep the Supplier supplied with valid, up-to-date and complete debit or credit card details or direct debit authority in respect of a bank account, in either case acceptable to the Supplier, and hereby authorises the
Supplier to bill such debit or credit card or debit from such account the Subscription Fees payable in respect of the relevant Module in advance on a monthly basis.
7.3 In the event of the rejection of any payment processed by the Supplier pursuant to clause 7.2 then, without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s access to the relevant Service and the Supplier shall be under no obligation to provide any such Services while the relevant amount remains unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% 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.
7.4 All amounts and fees stated or referred to in these terms and conditions:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 11.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
7.5 The Supplier shall be entitled to increase Subscription Fees upon 90 days’ prior notice given on its website.
8. Proprietary rights
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in all Services and Documentation. Except as expressly stated herein, these terms and conditions does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of any Services or Documentation.
9. Confidentiality
9.1 Each of the Customer and the Supplier may be given access to Confidential Information from the other in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to clause 9.4, 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 these terms and conditions.
9.3 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 employees or agents in violation of the terms of these terms and conditions.
9.4 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 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 The above provisions of this clause 9 shall survive termination of these terms and conditions or the subscription for any Module, however arising.
10. Indemnity
10.1 The Customer shall defend, indemnify and hold harmless the Supplier 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 any Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the
Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
10.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of any Services or Documentation in accordance with these terms and conditions infringes any patent, copyright, trade mark, 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) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the
Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, the Supplier 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 these terms and conditions without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
10.4 In no event shall the Supplier, 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 any Services or Documentation by anyone other than the Supplier; or
(b) the Customer’s use of any Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer’s use of any Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
10.5 The foregoing and clause 11.3(b) states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. Limitation of liability
11.1 Except as expressly and specifically provided in these terms and conditions:
(a) the Customer assumes sole responsibility for results obtained from the use of Services and Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with Services, or any actions taken by the Supplier 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 conditions; and
(c) Services and Documentation are provided to the Customer on an “as is” basis.
11.2 Nothing in these terms and conditions excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.1 and clause 11.2:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, 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 however arising under these terms and conditions; and
(b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall be limited to the total Subscription Fees paid by the Customer to the Supplier for the Module in relation to which the claim arose the during the 12 months immediately preceding the date on which the claim arose.
12. Term and termination
12.1 The Customer and the Supplier shall each be entitled to terminate the Supplier’s subscription for a Module on three month’s notice to the other.
12.2 These terms and conditions shall continue for so long as the Customer subscribes for any Modules.
12.3 Without affecting any other right or remedy available to it, either the Customer or the Supplier may terminate these terms and conditions and the subscription for any or all Modules with immediate effect if:
(a) the other party fails to pay any amount due under these terms and conditions on the due date for payment;
(b) the other party commits a material breach of any other term of these terms and conditions;
(c) the other party repeatedly breaches any of the terms of these terms and conditions;
(d) 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;
(e) 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;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the bankruptcy or 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 a trustee in bankruptcy or administrator, or if a notice of intention to appoint a trustee in bankruptcy or administrator is given or if a trustee in bankruptcy or administrator is appointed, over the other party;
(h) 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;
(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;
(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 12.3(d) to clause 12.3(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.4 On termination of these terms and conditions for any reason:
(a) all licences granted under these terms and conditions shall immediately terminate;
(b) 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;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; 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 agreement which existed at or before the date of termination shall not be affected or prejudiced.
13. Force majeure
The Supplier shall have no liability to the Customer under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, 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 the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, 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 Customer is notified of such an event and its expected duration.
14. Waiver
No failure or delay by a party to exercise any right or remedy provided under these terms and conditions 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.
15. Rights and remedies
Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
16. Severance
16.1 If any provision or part-provision of these terms and conditions 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 and conditions.
17. Entire agreement
17.1 These terms and conditions constitute 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.
17.2 Each party acknowledges that in entering into these terms and conditions 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 and conditions.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.]
18. Assignment
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
18.2 The Supplier 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 these terms and conditions.
19. Third party rights
These terms and conditions do not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Governing law
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21. 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 and conditions or its subject matter or formation (including non-contractual disputes
or claims).
