SaaS Terms and Conditions

We are ITSM Ltd, a company incorporated in England and Wales with company number 17339600 and registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF ('we', 'our' or 'us'). We supply software-as-a-service products under our trading names, including ImproveDesk and Fulfilra. Each product is a Service, and each Service has its own Service Schedule describing what it is, what it costs, and how it differs from the others.

These terms and conditions (Terms) and the Service Schedule for the Service you subscribe to together govern your subscription (Subscription). Please read them carefully before you proceed.

If you are on a paid tier, you can cancel at any time via the Billing settings; your Subscription will then run to the end of the current period and will not renew.

IN SHORT

This summary is here to help you read the rest. It is not part of these Terms and does not change them — where the summary and the clauses differ, the clauses apply.

• One set of Terms covers every ITSM Ltd Service. The Service Schedule tells you what is specific to yours.
• The Service is for business use, not consumers, and your data stays in the United Kingdom unless the Service Schedule says otherwise.
• You own your data. We are your processor for it, we do not train AI on it, and we do not use it for our own purposes.
• Pay in advance; cancel any time for the end of the period. We give 30 days' written notice of any change to these documents or to our prices, and you can leave before a change takes effect.
• What we owe you is capped at the greater of £1,000 and the fees you paid for that Service in the previous 12 months — clause 13 has the detail and the exceptions.

1. READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

(b) By indicating your acceptance of these Terms when you create an account, paying for your Subscription, or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms, which form a binding contractual agreement between us and you — the person acquiring a Subscription, or the organisation you represent and are acquiring the Subscription on behalf of ('Client', 'you' or 'your').

(c) We may change these Terms and the other documents in clause 2 only as clause 19 provides (clause 19(c) lists the small number of other clauses under which specific things — Fees, functionality, Free tier limits and your own Tier changes — are adjusted). We will not change them in any other way.

2. THE AGREEMENT, AND WHICH DOCUMENT WINS

(a) Your agreement with us (this agreement) is made up of:

(i) these Terms;

(ii) the Service Schedule for the Service you subscribe to, which identifies the Service, its Subscription Tiers, its support arrangements, where its data is held, and everything else specific to it; and

(iii) the AUP, which applies to each User personally.

(b) Our Privacy Policy and Cookie Policy are incorporated into this agreement by reference and govern the matters they describe. Our Website Terms of Use govern the public pages of our websites.

(c) Where there is any inconsistency between the documents that make up this agreement, they prevail in the following order:

(i) the Service Schedule, for the Service it relates to;

(ii) the clauses of these Terms;

(iii) the AUP; and

(iv) our Website Terms of Use.

(d) If you subscribe to more than one Service, a separate agreement on these Terms arises for each, read with that Service's own Service Schedule.

3. ELIGIBILITY

(a) The Service is offered for business use only. It is not offered to consumers, and we do not market it to them.

(b) By accepting these Terms, you represent and warrant that:

(i) you are acquiring the Subscription wholly or mainly for purposes relating to your trade, business, craft or profession, and not as a consumer;

(ii) you have the legal capacity and authority to enter into a binding contract with us; and

(iii) you are authorised to use the payment method you provide when purchasing a Subscription.

(c) We ask you to confirm the declaration in clause 3(b)(i) when you create your account, and we keep a record of it. That record is evidence, not a determination. Whether a person deals as a consumer is decided objectively on the facts under section 2(3) of the Consumer Rights Act 2015, and neither your declaration nor this clause can change that. If it turns out that you did deal as a consumer, your statutory rights apply in full and nothing in these Terms limits them.

(d) The Service is not intended for unsupervised use by any person under 18 years old, or by any person who has previously been suspended or prohibited from using it. By using the Service you represent and warrant that you are over 18. Please do not access the Service if you are under 18 or have previously been suspended or prohibited from using it.

(e) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity, then "you" or "your" means that entity and you are binding it to this agreement. If you are accepting this agreement and using the Service on behalf of such an entity, you represent and warrant that you are authorised to do so.

4. DURATION AND RENEWAL

(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continue for the Subscription Period and any Renewal Periods, unless terminated earlier in accordance with clause 15.

(b) Subject to clause 4(c), on expiry of the Subscription Period this agreement automatically renews, on an ongoing basis, for successive periods each equal to the Subscription Period (each a Renewal Period).

(c) This agreement will not automatically renew on expiry of the Subscription Period or a Renewal Period (the Renewal Date) if the Subscription is cancelled before the Renewal Date in accordance with clause 15.1.

(d) This clause 4, clauses 8.1 to 8.4 and clause 15.1(a) apply only to a Subscription on a paid Subscription Tier. A Subscription on the Free tier, where the Service Schedule offers one, commences when you create your Account and continues until it is terminated in accordance with clause 15; the Term of a Free tier Subscription is that period.

5. THE SERVICE

5.1. SCOPE OF YOUR SUBSCRIPTION

(a) We will provide you, to the extent described in your Subscription Tier, the Software, Templates and Support for your Service (together, for that Service, the Service).

(b) Your Subscription includes the benefits and limitations of your Subscription Tier as set out in the Service Schedule and on the Website, or as otherwise agreed with you in writing. The Subscription Tiers available for each Service, and any free trial, are those stated in its Service Schedule.

(c) We will provide the Service in accordance with all applicable laws and industry standards.

5.2. CHANGES TO THE SERVICE, AND ACCOUNTS

(a) (Enhancements) We may from time to time, in our discretion, install enhancements to the Service, meaning any upgraded, improved, modified or new versions of it. The Service operates on a single, common codebase for all of our customers, and we do not offer bespoke, Client-specific software development as part of the Service. A change that removes or materially reduces the contracted functionality of a paid Subscription Tier is a change to this agreement and clause 19 applies to it.

(b) (Accounts) To use the Service you may be required to sign up, register and receive an account (an Account). You may invite additional users to access the Account and designate their user roles, and each invited user will be required to set up their own account.

5.3. THE FREE TIER

(a) Where the Service Schedule offers a Free tier, it is permanent and is not a trial. No Subscription Fees are payable for it and no payment method is required.

(b) The functionality and limits of the Free tier are those set out in the Service Schedule and on the Website from time to time. Where you exceed a limit, existing Client Data remains readable, and you may not be able to add to it until you are within the limit again.

(c) (Dormant Free tier organisations) Where no User has been active in a Free tier organisation for a continuous period of 12 months, we may delete the organisation and all Client Data in it. Before doing so we will email the organisation's owner at least 30 days beforehand and again at least 7 days beforehand, and any activity by any User during that period resets the 12-month period and cancels the deletion. Deletion under this clause is permanent, and you may export your data at any time before it. This clause never applies to a paid Subscription Tier, however long it is left unused.

5.4. LICENCE

During the Term, we grant you a non-exclusive, non-transferable licence to use the Service and Documentation, and to provide access to the Service to your Users.

5.5. HOSTING AND WHERE YOUR DATA LIVES

We store Client Data using third-party hosting services selected by us, subject to the following:

(a) (hosting location) We store Client Data in the United Kingdom, unless the Service Schedule for your Service states otherwise. We may use third-party services located in the United Kingdom or the European Economic Area for hosting, transmission, email delivery, payment processing and the other functions identified for your Service in the Privacy Policy annex, and may use services located elsewhere where clause 11.3(d) is satisfied. We maintain a record of each such service, the country in which it processes data and the transfer mechanism relied on, and provide it to you on request; the current list is in the Privacy Policy annex for your Service.

(b) (service quality) While we will use reasonable care in selecting hosting providers, we do not guarantee that hosting will be free from errors or defects, or that Client Data will be accessible or available at all times.

(c) (security) We will maintain the technical and organisational measures described in clause 11.4 to protect Client Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. We are not liable for loss of or damage to Client Data to the extent it is caused by you or your Users, by software or systems outside our control, or by an event those measures could not reasonably be expected to prevent. Liability for loss of Client Data is otherwise subject to clause 13.

(d) (backups) We take regular backups of Client Data and test our ability to restore them. We do not guarantee that any particular item of Client Data can be recovered from a backup, and you remain responsible for retaining your own copies of anything you need independently of the Service.

5.6. SUPPORT

(a) We will provide standard support to you during the Term for general queries relating to the use of the Software (Support). How Support is requested and delivered for your Service, and what personal data moves into our support systems, is described in the Service Schedule. The level and priority of Support is determined by your Subscription Tier from time to time.

(b) You acknowledge and agree that:

(i) unless the Service Schedule states otherwise, we do not offer guaranteed response or resolution times for Support requests and there is no service level agreement under this agreement;

(ii) we will take reasonable steps to provide Support where necessary during the Term;

(iii) you must first try to resolve issues internally, and we will not assist with issues that are beyond our reasonable control; and

(iv) you are responsible for your own internal administration and access management, including storing back-up credentials and helping your Personnel access and use the Software.

5.7. SUBCONTRACTING

We may subcontract any aspect of providing the Service, and you consent to that subcontracting. Where a subcontractor processes Personal Data, clause 11.5 applies to it as a sub-processor.

6. YOUR OBLIGATIONS

6.1. GENERAL

You:

(a) must provide us with all documentation, information and assistance we reasonably require to provide the Service;

(b) must provide us with access to your Personnel to the extent required to provide the Software and perform Support; and

(c) agree that you will not, by receiving or requesting the Service, breach any applicable laws, rules or regulations (including any applicable privacy laws), infringe the Intellectual Property Rights or other rights of any third party, or breach any duty of confidentiality.

6.2. USERS AND THE AUP

(a) You must, and must ensure that all Users:

(i) comply with this agreement at all times, and accept and comply with the AUP; and

(ii) notify us without delay whenever you or a User becomes aware of any breach of this clause 6, or of any illegal or unauthorised use of the Service.

(b) You acknowledge and agree that we will have no liability to you for any act of a User, or for damage, loss or expense suffered by a User in connection with the use of the Service, and that you will indemnify us for any such damage, loss or expense. What we owe a User personally is governed by the AUP, as clause 13(b) explains.

6.3. USE OF THE SERVICE

You must not, and must not encourage or permit any User or any third party to, without our prior written approval or, where clause 5.1 of the AUP applies, your Organisation's approval:

(a) record special category personal data, or data relating to criminal offences or alleged offences, in the Software beyond what your own purposes require, or without having identified a condition under Article 9 or Article 10 of the UK GDPR for doing so (and clause 11.2(f) applies to any such data);

(b) upload any harmful, discriminatory, defamatory, maliciously false, offensive, explicit, inappropriate, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;

(c) upload any material owned or copyrighted by a third party without the rights to do so;

(d) make copies of the Documentation or the Service;

(e) adapt, modify or tamper in any way with the Service;

(f) remove or alter any copyright, trade mark or other notice on or forming part of the Service or Documentation;

(g) create derivative works from, translate or reproduce the Service or Documentation;

(h) publish or otherwise communicate the Service or Documentation to the public, including by making it available online or sharing it with third parties;

(i) sell, loan, transfer, sub-license, hire or otherwise dispose of the Service or Documentation to any third party;

(j) decompile or reverse engineer the Service or any part of it, or otherwise attempt to derive its source code;

(k) attempt to circumvent any technological protection mechanism or other security feature of the Service, except where you do so in good faith, without accessing or altering anyone else's data, without degrading the service for others, and where you report what you find to us promptly and privately;

(l) permit any person other than Users you have invited to create an account and use or access the Service or Documentation;

(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Service, or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Service;

(n) share Account credentials with any other person — any use of an account by another person is strictly prohibited, and you must immediately notify us of any unauthorised use of your or a User's account, password or email, or of any other breach or potential breach of the Service's security;

(o) use the Service for any purpose other than that for which it was designed, including using it in a manner that is illegal or fraudulent or that facilitates illegal or fraudulent activity; nor

(p) act unlawfully or maliciously towards us, towards another user of the Service, or towards any third party, or use the Service to do so. Nothing in this paragraph restricts you or any User from expressing an honest opinion about the Service, from raising a concern with a regulator or other authority, or from reporting a security issue to us in good faith.

6.4. CLIENT DATA WARRANTIES

By providing or posting Client Data, you represent and warrant, and must ensure that all Users make equivalent representations and warranties, that:

(a) you are authorised to provide the Client Data;

(b) the Client Data is accurate and true at the time it is provided;

(c) the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(d) the Client Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(e) the Client Data does not contain any viruses or other harmful code, and does not otherwise compromise the security or integrity of the Service or any network or system; and

(f) the Client Data does not breach or infringe any applicable laws.

7. THIRD-PARTY SOFTWARE AND TERMS

(a) You acknowledge and agree that third-party terms and conditions (Third Party Terms) may apply to use of the Service.

(b) You agree to any Third Party Terms applicable to any third-party goods and services used in providing the Service, and we will not be liable for any loss or damage you suffer in connection with those Third Party Terms.

(c) We will endeavour to notify you of Third Party Terms that apply to the Service, in which case:

(i) you must immediately notify us if you do not agree to them; and

(ii) if we do not receive a notice under clause 7(c)(i), you will be taken to have accepted them, and we will not be liable for any loss or damage you suffer in connection with them.

(d) If you do not agree to any Third Party Terms, this may affect our ability to meet any agreed schedule for delivering the Service.

(e) You acknowledge that issues can arise when data is uploaded to software, transferred between programs, or when programs are integrated. We cannot guarantee that integration between the Software and other software or IT systems will be free from errors, defects or delay.

(f) We will not be liable for the functionality of any third-party goods or services, including third-party software, or for the functionality of the Software if you integrate it with third-party software or change or augment it, including by making additions or changes to the Software code or by incorporating APIs into it.

8. FEES AND PAYMENT

8.1. SUBSCRIPTION FEES

(a) You must pay subscription fees in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees, also called Fees). Subscription Fees are collected by the Merchant of Record (clause 8.5) for our account, and are exclusive of VAT and any other applicable tax, which the Merchant of Record determines, adds at checkout and remits at the prevailing rate.

(b) All Subscription Fees are paid in advance and are non-refundable for change of mind. This does not apply to anyone who, despite clause 3, is dealing as a consumer: their cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 are unaffected, and clause 15 is subject to them.

(c) Unless otherwise agreed in writing, Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment due on the first day of the Subscription Period (or, where the Service Schedule provides a free trial, on the day after the trial ends) and at the beginning of every Renewal Period thereafter.

8.2. AUTOMATIC RECURRING BILLING

Subject to clause 8.3:

(a) your Subscription will continue to renew automatically and indefinitely unless you cancel it in accordance with clause 15;

(b) while your Subscription is maintained, your Subscription Fees will continue to be collected by the Merchant of Record at the beginning of each Renewal Period from the payment method you nominated with it; and

(c) by signing up for a recurring Subscription, you acknowledge that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation.

8.3. CHANGES TO SUBSCRIPTION FEES

We may change our Subscription Fees from time to time by giving you at least 30 days' prior written notice. During that period you may cancel your Subscription, and the change will not apply to you before the end of it. Where we have offered you a discount expressed as applying for as long as you remain subscribed, this clause does not allow us to withdraw or reduce that discount: it continues to apply for as long as your Subscription remains continuously active, and ends only if your Subscription is cancelled or lapses for non-payment.

8.4. LATE PAYMENT

"If any Fees remain unpaid when due (including where the Merchant of Record is unable to collect them), we will notify you and give you 10 Business Days to pay.

8.5. MERCHANT OF RECORD

(a) Subscriptions are sold, and Subscription Fees are collected, by Stripe acting as merchant of record through its managed-payments service (the Merchant of Record). Checkout, receipts and billing emails are branded "Sold through Link", Stripe's payment service, and the charge on your card statement carries a LINK.COM descriptor.

(b) You acknowledge and agree that:

(i) the payment transaction is, in addition to this agreement, subject to the Merchant of Record's own terms of sale and privacy policy, presented at checkout and currently at https://stripe.com/legal/managed-payments; the tax invoice or receipt for each payment is issued by the Merchant of Record, which determines, adds and remits VAT and equivalent taxes, and which handles payment disputes and chargebacks;

(ii) where this agreement requires us to refund Subscription Fees, the refund is made through the Merchant of Record to your original payment method;

(iii) your card details are provided by you directly to the Merchant of Record and are never received by us;

(iv) you release us and our Personnel from all liability for loss, damage or injury suffered by any person arising from any act or omission of the Merchant of Record, including any issue with the security or performance of its platform or any error in processing your payment, except to the extent caused by our own breach of this agreement or our negligence; and

(v) we reserve the right to correct, or to instruct the Merchant of Record to correct, any errors or mistakes in collecting your payment.

9. INTELLECTUAL PROPERTY

9.1. CLIENT DATA

(a) You grant to us (and our Personnel) a non-exclusive, royalty-free, non-transferable, worldwide licence to use the Client Data to the extent reasonably required to provide the Service. The licence lasts for the Term and for such further period as is necessary for us to comply with clause 11.3(g) and with law, and then ends. It does not permit us to use Client Data for any other purpose.

(b) You:

(i) warrant that our use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and

(ii) indemnify us against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9.2. OUR IP, AND OUR PROMISE ABOUT IT

(a) You will not, under this agreement, acquire Intellectual Property Rights in any of the Provider IP.

(b) We grant you a non-exclusive, royalty-free, non-transferable, worldwide and revocable licence to use the Provider IP to the extent required for you to use and enjoy the benefit of the Service.

(c) (Our IP indemnity to you) We will defend you against any third-party claim that your use of the Service in accordance with this agreement infringes that third party's Intellectual Property Rights enforceable in the United Kingdom, and we will pay the damages and reasonable costs finally awarded against you (or agreed by us in settlement) for that claim, provided that you notify us promptly, give us sole control of the defence and settlement, and give us reasonable assistance at our cost. If such a claim is made or appears likely, we may procure your right to continue using the Service, modify or replace it so that it is non-infringing, or — if neither is reasonably achievable — terminate the affected Subscription and refund the Subscription Fees you have paid for its unexpired part. This clause does not apply to the extent a claim arises from Client Data, from use of the Service in breach of this agreement, from modification of the Service by anyone other than us, or from combination of the Service with anything we did not supply. This clause states our entire liability, and your sole remedy, for infringement of third-party Intellectual Property Rights by the Service, and our liability under it is subject to the cap in clause 13(a).

(d) (Feedback) If you provide us with any feedback, comments or suggestions relating to the Service, we may use, incorporate and exploit that feedback for any purpose without restriction or compensation, and providing feedback grants you no right, title or interest in the Provider IP or Developed IP.

9.3. DEFINITIONS FOR THIS CLAUSE

(a) Developed IP means any materials produced by us in the course of providing the Service, including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails and notes, whether in draft or final form, in writing or provided orally, alone or with you or others, and any Intellectual Property Rights attaching to them.

(b) Provider IP means all materials owned or licensed by us that are not Developed IP, and any Intellectual Property Rights attaching to them.

10. CONFIDENTIALITY

(a) Except as contemplated by this agreement, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without that party's prior written consent.

(b) This clause does not apply to:

(i) information that is generally available to the public (other than as a result of a breach of these Terms or another obligation of confidence);

(ii) information required to be disclosed by any law; or

(iii) information disclosed by a party to its subcontractors, employees or agents for the purposes of performing this agreement (Additional Disclosees).

(c) If either party becomes aware of a suspected or actual breach of this clause 10 by it or an Additional Disclosee, it will immediately notify the other party and take reasonable steps to prevent, stop or mitigate the breach.

11. PRIVACY AND DATA PROTECTION

11.1. WHAT THIS CLAUSE COVERS, AND THE ROLES

(a) In this clause, Data Protection Legislation means the UK GDPR as defined in section 3(10) of the Data Protection Act 2018, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with any statutory instrument, order, rule or regulation made under them, in each case as amended, extended, re-enacted or replaced from time to time. Where we process personal data to which the EU General Data Protection Regulation (EU) 2016/679 applies, that Regulation applies to that processing in addition. "Controller", "processor", "process" and "personal data" have the meanings given in the Data Protection Legislation.

(b) We are your processor for the contents of your Records — everything you and your Users record in the Service — and everything derived from them. That is the ordinary case, not an exception: we process that content on your documented instructions under this clause 11 and the Data Processing Particulars in the Service Schedule, and for no purpose of our own.

(c) We are a controller of Personal Data only for the limited ancillary purposes listed below, and for no others:

(i) administering your Account, billing, and communicating with you about the Service;

(ii) sending marketing about our own products and services to individuals who have asked to receive it. We send marketing only on consent, given through an opt-in that is not pre-selected and recorded so that we can show when and how it was given. Consent may be withdrawn at any time and at no cost, from the recipient's own account settings or from the link in any message. We do not pass contact details to our subcontractors or third-party suppliers for their own marketing;

(iii) processing personal data concerning our other clients and contacts for our own business purposes;

(iv) processing and transferring personal data as necessary to effect a reorganisation of our business;

(v) sharing personal data with our own legal or professional advisers;

(vi) protecting the security of the Service, our systems and the data held in them, including preventing, detecting and investigating automated abuse of our public forms;

(vii) operational purposes, including improving efficiency, training and quality control, providing Support, and creating and maintaining support accounts for your administrators;

(viii) statistical analysis to manage our business, and understanding how the Service is used so that we can improve it;

(ix) recording that you or a User told us the Service is being used for business purposes;

(x) recording which of our legal documents you and your Users accepted, and at which version; and

(xi) complying with our own legal and regulatory obligations, and establishing, exercising or defending legal claims.

(d) Your instructions are taken to include our use, where appropriate, of the sub-processors listed in the Privacy Policy annex for your Service, in accordance with this clause.

(e) Each party will comply with the Data Protection Legislation.

11.2. YOUR RESPONSIBILITIES FOR THE DATA YOU RECORD

(a) You agree that, where necessary, you will have satisfied the relevant statutory ground under the Data Protection Legislation before providing us with personal data.

(b) You warrant, in relation to the personal information and all other data you provide to us in connection with this agreement (Third Party Data), that:

(i) you have all necessary rights in relation to it, such that the Service can be provided in respect of it;

(ii) you are not breaching any Law by providing it to us;

(iii) we will not breach any Law by providing the Service in relation to it;

(iv) there are no restrictions on its use (including under any Third Party Terms), or, if there are, you have notified us and we have agreed to provide the Service in respect of that data (being under no obligation to do so); and

(v) we will not breach any Third Party Terms by providing the Service in relation to it.

(c) You agree to indemnify us and our officers, employees and agents against any loss (including reasonable legal costs) or liability incurred or suffered by any of them, where it was caused or contributed to by a breach of a warranty in clause 11.2(b).

(d) For the purposes of the Data Protection Legislation, in respect of any Third Party Data you are the controller and we are the processor.

(e) You keep control of your Records. As between you and us, the contents of your Records belong to you, we act only on your instructions in respect of them, and requests from individuals about them go to you (with our help under clause 11.3(e)).

(f) The Service is not designed as a repository for special category personal data or data relating to criminal offences. You acknowledge that your own Records may nonetheless contain such data — a record describing a health and safety incident, for example — and agree that where they do:

(i) you are the controller of that data and are responsible for having any condition required under Article 9 or Article 10 of the UK GDPR for processing it;

(ii) you will not knowingly record such data beyond what your own purposes require; and

(iii) our obligations under this clause 11, including the measures in clause 11.4, apply to that data as to any other Personal Data processed on your behalf.

11.3. OUR OBLIGATIONS AS YOUR PROCESSOR

In relation to any Personal Data we process on your behalf, we shall:

(a) process it only on your written instructions, as documented in the Data Processing Particulars in the Service Schedule and as updated from time to time, unless required to do otherwise by law, in which case we will inform you of that requirement before processing unless the law prohibits us from doing so. If we consider that an instruction from you infringes the Data Protection Legislation, we will inform you without undue delay;

(b) keep it confidential, and ensure that every individual authorised to process it is subject to a written obligation of confidentiality that survives the end of their engagement;

(c) comply with your reasonable instructions with respect to processing it;

(d) not transfer it outside the UK unless, in accordance with the Data Protection Legislation: (i) the transfer is to a country covered by UK adequacy regulations; (ii) appropriate safeguards are in place; (iii) binding corporate rules apply; or (iv) a derogation for specific situations applies. Where we rely on appropriate safeguards, we use the International Data Transfer Agreement or the EU Standard Contractual Clauses as amended by the UK Addendum, carry out and record a transfer risk assessment for that recipient, and make both available to you on request. We maintain a record of each recipient, the country in which it processes the data and the mechanism relied on, and provide that record to you on request;

(e) assist you, at your cost, in responding to any request from a data subject exercising any right under Chapter III of the UK GDPR, and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities;

(f) notify you without undue delay — and, for a Personal Data breach affecting Personal Data we process on your behalf, in any event within 48 hours of becoming aware of it — of that breach, or of a communication which relates to our or your compliance with the Data Protection Legislation, so that you can meet your own 72-hour obligation to the regulator;

(g) on termination or expiry of this agreement, at your choice, delete or return the Personal Data and any copies of it, unless we are required by law to retain it or clause 11.6 applies; and

(h) maintain complete and accurate records and information to demonstrate compliance with this clause 11, and allow for audits by you or your designated auditor on reasonable notice, no more than once in any 12-month period except following a Personal Data breach or where a supervisory authority requires it.

11.4. SECURITY MEASURES

We shall maintain appropriate technical and organisational measures — described in the security sections of the Privacy Policy and the Service Schedule, and updated from time to time provided the level of protection is not materially reduced — 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 and the nature of the data, having regard to the state of technological development and the cost of implementation. Such measures may include, where appropriate: pseudonymising and encrypting Personal Data; ensuring the confidentiality, integrity, availability and resilience of our 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 those measures.

11.5. SUB-PROCESSORS

Any subcontractor appointed under clause 5.7 that processes Personal Data is a sub-processor under this agreement, and:

(a) you give us general authorisation to appoint sub-processors, and the current list for your Service is published in the Privacy Policy annex for that Service;

(b) we will give you at least 30 days' notice by email before adding or replacing a sub-processor;

(c) you may object to an addition or replacement on reasonable data protection grounds within that period, and if we cannot resolve the objection you may terminate the affected part of the Service without penalty, with a refund of Fees paid for its unexpired part; and

(d) we will impose on each sub-processor obligations materially equivalent to those in this clause 11, and we remain liable to you for each sub-processor's performance.

11.6. RECORDS WE CANNOT DELETE ITEM BY ITEM

Some records in a Service cannot be deleted individually — because they are held in an append-only audit trail, in an issued evidence pack, in a sealed or closed record, or in the record of your acceptance of our legal documents. The Service Schedule identifies which records these are for your Service. Where this clause applies, we will say so, restrict our processing of the data to what the law requires, and delete it when your organisation is deleted.

11.7. ACCESS BY OUR PERSONNEL

Our personnel's access to the contents of your organisation is restricted as described in the Service Schedule for your Service. Any access permitted there is an instruction from you for the purposes of clause 11.3(a), is limited to the individual concerned, and is recorded.

11.8. ARTIFICIAL INTELLIGENCE

(a) We do not use Client Data to train any machine learning or artificial intelligence model, whether our own or a third party's.

(b) We do not transmit Client Data to any third-party artificial intelligence service.

(c) If we ever make available a feature that does either of those things, it will be optional, it will say so before it is enabled, and it will operate only for a Client that has expressly enabled it. You may disable it at any time.

11.9. SECURITY INCIDENTS

(a) We will notify you without undue delay of any security incident that materially affects your use of the Service or the security of Client Data, whether or not it involves Personal Data.

(b) A notice under this clause will contain the information available to us at the time, and we will provide further information as it becomes available.

(c) This clause is in addition to our obligation to notify a Personal Data breach under clause 11.3(f).

12. WARRANTIES AND WHAT WE DO NOT PROMISE

12.1. SERVICE LIMITATIONS

The Service is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

(a) the Service will be free from errors or defects;

(b) the Service will be accessible at all times;

(c) messages sent through the Service will be delivered promptly, or delivered at all — save that where this agreement requires us to give you notice of something, we remain responsible for giving that notice;

(d) information received or supplied through the Service will be secure or confidential — save that this paragraph does not limit our obligations under clause 10 (confidentiality) or clause 11.4 (security of Personal Data); or

(e) any information provided through the Service is accurate or true.

12.2. CORRECTION OF DEFECTS

(a) We will use reasonable endeavours to correct, within a reasonable time, material errors, bugs or defects notified to us, other than errors, bugs or defects that result from: (i) the interaction of the Service with any other software, hardware or services not approved by us in writing; (ii) misuse of the Service; or (iii) use of the Service other than in accordance with this agreement or the Documentation.

(b) You agree to give us and our Personnel reasonable access to your Personnel to assist us in correcting defects.

12.3. EXCLUSION OF OTHER WARRANTIES

To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.

13. LIABILITY

(a) (Cap) To the maximum extent permitted by applicable law, our total liability to you for loss or damage of any kind, however arising — whether in contract, tort (including negligence), statute, equity, indemnity or otherwise — arising from or relating in any way to this agreement or the Service is limited in aggregate to the greater of (i) £1,000 and (ii) the Subscription Fees paid by you for the affected Service — whether to us or to the Merchant of Record for our account — in the 12 months preceding the event giving rise to the liability. The £1,000 floor applies however little you have paid, including where you are on the Free tier and have paid nothing.

(b) (Users) Our liability to a User personally — as distinct from our liability to you — is limited by clause 9 of the AUP, which the User accepts in their own right. This clause governs our liability to you, and clause 2(c) gives these Terms priority over the AUP as between you and us. Nothing in either document limits liability that cannot lawfully be limited.

(c) (Your indemnity to us) You indemnify us and our employees, contractors and agents in respect of all liability for any claim by any person (including any third party who encounters the Service through your business) arising from your, or your employee's, client's, contractor's or agent's:

(i) breach of any third-party Intellectual Property Rights;

(ii) breach of any term of this agreement;

(iii) negligent, wilful, fraudulent or criminal act or omission; or

(iv) use of the Service in breach of this agreement or otherwise unlawfully,

except to the extent the claim arises from our own breach of this agreement, negligence or wilful misconduct.

(d) (Consequential loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damage, or for damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue, arising under or in connection with this agreement or the Service. This exclusion does not apply to your obligation to pay Fees, to either party's liability under an indemnity in this agreement, or to anything clause 13(f) preserves.

(e) (Unfair Contract Terms) To the extent that any applicable law restricts the extent to which liability can be excluded under these Terms — including, for the avoidance of doubt, sections 2, 3 and 11 of the Unfair Contract Terms Act 1977 relating to the requirement of reasonableness, and their equivalents in any other jurisdiction — the exclusions in this clause are limited in accordance with those restrictions. Any exclusions not affected by such restrictions remain in full force and effect.

(f) (What is never limited) Nothing in this agreement excludes or limits a party's liability for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

14. CHANGING YOUR SUBSCRIPTION TIER

(a) You may change your Subscription Tier at any time, either through the Service or by notifying us.

(b) An upgrade takes effect when you complete it through the Service, and we will charge the Fees applicable to the new Subscription Tier from that point, together with any part-period adjustment applied by the Merchant of Record (clause 8.5).

(c) A downgrade takes effect at the end of the then current Subscription Period or Renewal Period, and the Fees for the lower Subscription Tier apply from the start of the next one. Where you downgrade to a tier with lower limits, Client Data in excess of those limits is retained and remains readable, but you may not be able to add to it until you are within the limits again.

(d) These Terms are taken to be amended in accordance with any change made under this clause 14.

15. CANCELLATION AND TERMINATION

15.1. CANCELLATION AT ANY TIME

(a) If your Subscription is on a paid Subscription Tier, you may cancel it at any time from Billing settings in the Service (which may hand you to a billing page operated by the Merchant of Record). It will terminate at the end of the then current Subscription Period or Renewal Period and will not renew, and you will not be entitled to a refund of Subscription Fees paid to that date (subject to clause 8.1(b)).

(b) If your Subscription is on the Free tier there is nothing to cancel and no Fees are payable. You may have your organisation and everything in it deleted at any time, in the way the Service Schedule describes; you may export your data first.

(c) We may cancel your Subscription, and your and any User's access to the Service, at any time on written notice. Unless the cancellation is under clause 15.2 for your Breach, we will refund the Subscription Fees you have paid for the unexpired part of the then current Subscription Period or Renewal Period.

15.2. TERMINATION FOR BREACH

(a) Either party may terminate this agreement immediately by written notice if there has been a Breach of these Terms.

(b) A Breach means that: (i) a party considers the other party (or any of its Personnel) is in breach of these Terms and notifies the other party; (ii) the other party is given 10 Business Days to remedy the breach; and (iii) the breach has not been remedied within that period, or another period agreed in writing.

15.3. WHAT HAPPENS ON TERMINATION

On termination or expiry of this agreement:

(a) subject to clause 15.4 and clause 11.3(g), you (and all Users of your Account) will no longer have access to the Service, your Account or your Client Data, and — once clause 15.4(a) has been complied with — we will have no responsibility to store or retain any Client Data, and you release us in respect of any loss or damage arising from our not retaining it beyond that point;

(b) where we terminate for your Breach, and unless agreed in writing, any Subscription Fees that would otherwise have been payable for the remainder of the relevant Subscription Period or Renewal Period remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid are refundable. In every other case, fees stop for periods after termination, and clause 15.1(c) governs refunds where we cancel other than for your Breach; and

(c) each party must comply with all obligations that by their nature survive the end of this agreement, including clauses 9, 10, 11.3(g), 13 and this clause 15.

15.4. YOUR DATA ON THE WAY OUT

(a) (Export window) For 30 days after termination or expiry (other than deletion of your organisation at your request or under clause 5.3(c)), we will, at your written request, provide you with an export of your Client Data in the format the Service provides. After that window, clause 15.4(b) applies.

(b) (Deletion) After the export window we may delete your organisation, its data and any material associated with you, including Client Data, subject to any retention right stated in the Service Schedule (for example, evidence packs already issued). We will not be able to recover data after deletion, so we recommend you back up anything important to you.

(c) Subject to clause 13(f) and to our obligations under clauses 11.3 and 15.4(a), we are not responsible to you or any User for, and we disclaim liability for, any cost, loss, damage or expense arising out of the cancellation, termination or expiry of this agreement and any resulting loss of data.

16. IF WE HAVE A DISPUTE

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings (other than a claim for urgent interlocutory relief) unless it has complied with this clause.

(b) The party requiring resolution of a dispute must give the other party written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party must use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days of the notice (or another period agreed in writing), either party may take legal proceedings to resolve it.

17. NOTICES

(a) Any notice under this agreement must be sent by email, with a subject line that identifies this agreement (naming the Service is enough). Notices to us go to support@itsm-ltd.com, or by post to ITSM Ltd, 167-169 Great Portland Street, 5th Floor, London, W1W 5PF. Notices to you go to the email address held for your Account, which you must keep current.

(b) A notice is considered delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was not delivered or received.

18. FORCE MAJEURE

(a) A Force Majeure Event means any occurrence beyond the control of a party affected by it (the Affected Party) which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any: (i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; (ii) strike or other industrial action; (iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or (iv) decision of a government authority in relation to an epidemic or pandemic, to the extent it affects the Affected Party's ability to perform.

(b) If an Affected Party becomes unable, wholly or in part, to carry out an obligation (other than an obligation to pay money) due to a Force Majeure Event, it must give the other party prompt written notice of reasonable details of the event and, so far as known, the probable extent to which it will be unable to perform or will be delayed.

(c) Subject to compliance with clause 18(b), the relevant obligation is suspended during the Force Majeure Event to the extent it is affected by it.

(d) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performance.

19. CHANGES TO THESE DOCUMENTS

(a) We may amend these Terms, a Service Schedule, the AUP, the Privacy Policy, the Cookie Policy or the Website Terms of Use from time to time by posting the updated version on the Website and giving you at least 30 days' prior written notice by email to the address held for your Account.

(b) Your continued use of the Service after that notice period constitutes acceptance of the amended document. If you do not agree to a change, you may cancel your Subscription before it takes effect; if a change materially reduces what you receive and you cancel because of it before it takes effect, we will refund the Subscription Fees you have paid for the unexpired part of the then current period.

(c) This clause, together with clause 8.3 (Fees, which also carries 30 days' notice), clause 5.2(a), clause 5.3(b) and clause 14, is the only way these Terms are changed.

20. GENERAL

20.1. GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

20.2. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that you may enforce clauses 5 and 10 of the AUP against a User, as clause 14.2 of the AUP provides.

20.3. WAIVER

No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting it.

20.4. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder is not affected.

20.5. JOINT AND SEVERAL LIABILITY

An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

20.6. ASSIGNMENT

You may not assign, novate or otherwise transfer any of your rights or obligations under this agreement without our prior written consent. We may assign or novate this agreement to an affiliate, or to a successor of the business or assets to which it relates, on written notice to you.

20.7. FORMATION

Our acceptance of this agreement is confirmed by making the Service available to you following your acceptance under clause 1(b).

20.8. COSTS

Except as otherwise provided in this agreement, each party pays its own costs of negotiating, preparing, executing and performing it.

20.9. ENTIRE AGREEMENT

This agreement, together with the documents named in clause 2, embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to its subject matter. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

20.10. INTERPRETATION

(a) (singular and plural) words in the singular include the plural and vice versa; (b) (gender) words indicating a gender include every other gender; (c) (defined terms) if a word or phrase is given a defined meaning, any other grammatical form of it has a corresponding meaning; (d) (person) a reference to "person" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation; (f) (this agreement) a reference to a clause, paragraph or schedule is to a clause, paragraph or schedule of this agreement, and a reference to this agreement includes every document that clause 2(a) makes part of it; (g) (document) a reference to a document is to that document as varied, novated, ratified or replaced from time to time; (h) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (i) (includes) the word "includes" and similar words in any form are not words of limitation; (j) (adverse interpretation) no provision will be interpreted adversely to a party because that party prepared it; and (k) (currency) a reference to £ or "GBP" is to pounds sterling.

21. DEFINITIONS

Term	Definition
AUP	the Acceptable Use Policy published at the address stated in the Service Schedule, as updated from time to time under clause 19, which applies to each User personally.
Business Day	a day other than a Saturday, Sunday or public holiday in England.
Client Data	files, data, information or any other materials uploaded or inserted into the Software, or otherwise provided to us, by you or your Users, and includes any Intellectual Property Rights attaching to them.
Confidential Information	information of or provided by a party that is by its nature confidential, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	all manuals, help files and other documents we supply to you relating to the Service, in electronic or hard-copy form.
Fees	the Subscription Fees defined in clause 8.1(a); the two expressions are used interchangeably.
Intellectual Property Rights	all present and future intellectual and industrial property rights throughout the world (registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, and any rights to registration of such rights, whether created before or after the date of this agreement.
Law	any applicable law, statute, regulation, rule or binding code of practice, as amended or replaced from time to time.
Personal Data	has the meaning given in the Data Protection Legislation.
Personnel	in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Provider	ITSM Ltd, trading under the Brand identified in the Service Schedule, and referred to in this agreement as "we", "our" or "us".
Records	the content your organisation records in the Service — for ImproveDesk, the register and everything in it; for Fulfilra, service requests and everything in them — as described in the Service Schedule.
Service	the software-as-a-service product identified in the Service Schedule, comprising the Software, Templates and Support, as clause 5.1(a) provides.
Service Schedule	the schedule for the Service you subscribe to, forming part of this agreement under clause 2.
Software	the software application for your Service made available to you as part of the Service.
Subscription Period	the recurring period for which the Subscription is purchased, being one month unless a different period is stated when the Subscription is taken out.
Subscription Tier	the functionality tier of the Software selected by you, from those listed in the Service Schedule, with the functionality of each set out on the Website as updated from time to time.
Templates	the template library we make available as part of the Service.
Term	the period beginning when these Terms commence under clause 4(a) or, for the Free tier, under clause 4(d), and ending when the Subscription expires or is terminated, including the Subscription Period and every Renewal Period.
User	any individual to whom you grant access to the Service or Documentation, including your Personnel and any third party invited by you or your Personnel.
Website	the website for your Service identified in the Service Schedule.