iPEGS LTD TERMS AND CONDITIONS

 
  1. PERMITTED USE OF THE SOFTWARE 
The Licensee’s use of iPEGS Ltd software products iPEGS Remote and iPEGS Direct (“Software”) is subject to the license rights and restrictions set forth in these Terms and Conditions (the “Terms”). Contingent upon the type of license purchased, the Licensee is permitted to install the Software on supported devices and/or access and use the Software via online webpages and applications and use the specific quantities of the Software (Form Credits) or number of End Users (Users) as specified in the Order Form. For the purposes of these Terms, “Form Credits” are defined as follows: A “Form Credit” is classed as the successful submission of a completed form. The “End User” is defined as follows: An “End User” means any current or future employee, contractor or business associate of Licensee or its clients who shall access a software application which requires access to or use of the Software solely in connection with the business operations of Licensee. Licensee shall be responsible and assume all liability for the actions of any user to which it permits access to the Software. 
  1. DELIVERY OF SOFTWARE 
iPEGS Ltd will make the Form Credits and/or End User licenses available to the Licensee upon completion and execution of the Order Form. The Licensee shall be responsible for acquiring the hardware and other devices necessary to access the Web Portal, Web Forms and/or the installation of the Mobile Applications. The Licensee will be responsible for the installation of the Mobile Applications where applicable.  iPEGS Ltd shall use all reasonable endeavours to make the Software available twenty four (24) hours a day, seven (7) days a week (with a service availability of at least 99.9% uptime in monthly intervals) except for planned maintenance carried out at reasonable times and upon giving at least seven (7) days’ prior written notice to Licensee. In the case of unplanned emergency outages, iPEGS Ltd will provide as much prior written notice to the Licensee as is practicably possible.
  1. INTELLECTUAL PROPERTY
The parties acknowledge and agree that iPEGS Ltd owns all intellectual property rights in the Software and that the Licensee owns all intellectual property rights in the Personal Data generated, collected, processed, stored or transmitted through Licensee’s use of the Software. 
  1. WARRANTIES & INDEMNITY
(A) Both parties warrant to the other that they have all necessary authority to enter into the Terms.     (B) iPEGS Ltd acknowledges that Licensee has entered into the Terms in reliance on iPEGS Ltd’s expertise in supplying software services fit to meet Licensee’s business requirements as notified by Licensee to iPEGS Ltd prior to entering into the Terms.  (C) iPEGS Ltd warrants that it will perform its obligations: (i) using reasonable care and skill; (ii) conforming with best industry practice; and (iii) in compliance with all applicable laws and regulations. (D) iPEGS Ltd warrants that the Software will be free from errors, viruses and malicious code and will apply appropriate anti-virus software designed to protect the Software and data contained therein. (E) iPEGS Ltd warrants that it will maintain all necessary licences/consents for its performance and that the Software does not infringe the intellectual property rights of any third party (including that it is not aware of any claims in this regard). iPEGS Ltd agrees to indemnify Licensee against any claims, losses, liabilities, damages and costs arising out of or in connection with: (i) the Software (or Licensee’s use of the Software in accordance with the Terms) actually or allegedly infringing the intellectual property rights of a third party; (ii) breach of its data protection obligations under these Terms and Conditions; and (iii) breach of its confidentiality obligations under these Terms and Conditions.
  1. LIMITATION OF LIABILITY
Neither party excludes liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation (or, in each case, that of its employees, agents or contractors).   Licensee’s total aggregate liability shall be limited to the total amount of fees paid by Licensee to iPEGS Ltd during the twelve (12) months immediately preceding the date on which the claim arose.
  1. AUDIT
If any governmental or regulatory authority requires an audit of any or all of the suppliers of the Licensee pursuant to its arrangements in place with Licensee and in relation to which Licensee uses the Software then iPEGS Ltd shall provide all necessary access to its premises, records and staff (including contractors and agents) in relation to Licensee’s use of the Software and all related necessary assistance. Provided that End Users input accurate data when using the Software, iPEGS Ltd will ensure that reports generated by the Software and based on such data will be accurate.
  1. CONFIDENTIALITY
Each party agrees to, during the License Term and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of the Terms) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
  1. DATA SECURITY AND RECOVERY
Licensee is the data controller and iPEGS Ltd is the data processor in respect of Personal Data obtained by it from data subjects for the purposes of using the Software. “Personal Data” means data subject to protection under Data Protection Law (including any back-up copies) that is generated, collected, processed, stored or transmitted through Licensee’s use of the Software. “Data Protection Law” means all law and regulation governing the protection of data in the UK including but not limited to the Data Protection Act 1998, the General Data Protection Regulation 2016/670 and applicable guidance from the UK ICO.   Each party shall process Personal Data only in accordance with Data Protection Law, and in such a manner, as is necessary for the provision of Software to Licensee and Licensee’s use thereof and where necessary on the other party’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised. Each party shall ensure that access to Personal Data is limited to those employees who need access to meet the obligations under the Terms. Each party shall ensure that all employees: (i) are informed of the confidential nature of Personal Data; (ii) have undertaken training in the laws relating to handling Personal Data. Each party warrants that it will process the Personal Data in compliance with all Data Protection Law. Each party will: (a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to: (i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (ii) the nature of the data to be protected. Each party warrants that it shall notify the other immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data. Personal Data must not be transferred outside the EEA without first obtaining the written consent of Licensee who has in turn obtained the consent of affected data subjects.
  1. ANTI-SLAVERY
The parties agree to: (i) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including, but not limited to, the Modern Slavery Act 2015 (“MSA”); (ii) have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance with the MSA; and (iii) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the MSA if such activity, practice or conduct were carried out in the UK.
  1. ANTI-BRIBERY 
Each Party represents warrants and undertakes to the other that in connection with this Agreement, it shall comply with all applicable laws, rules, regulations, decrees and or official government orders relating to anti-bribery, anti-corruption and money laundering.
  1. TERM AND TERMINATION 
The term of the Contract shall commence on the Start Date and shall continue for the period of time set forth in the Order Form (the “Term”) where applicable. Thereafter, the Contract shall automatically renew for additional one (1) year terms (each, a “Subsequent Term”) unless either party terminates the Contract by giving the other party thirty (30) days prior written notice before the end of the Term or a Subsequent Term (collectively, the “License Term”). Any products or services designated on the Order Form as “Non-recurring” shall be excluded from such renewals. On termination the Licensee has until the last day of the Term to download all Personal Data from the iPEGS Portal. iPEGS Ltd shall delete the account and all data associated with it 30 days after the Term end date.
  1. SOFTWARE SUPPORT 
“Software Support” shall mean the software support services provided by iPEGS Ltd to the Licensee, including but not limited to hosting, software updates and critical bug fixes. The Licensee is entitled to Basic Software Support during normal working hours for the duration of the Term and such basic Software Support shall be included in the cost of the Software. Any Basic Software Support must be requested by raising a ticket by emailing support@ipegs.co.uk. Telephone Support or any additional or dedicated Software Support outside of Basic Software Support will incur additional fees and will need to be purchased separately. For the avoidance of doubt, iPEGS Ltd shall be responsible for fixing any technical defects or faults in the Software.
  1. PAYMENT TERMS 
Where the Licensee purchases Form Credits directly on the website – payment will be due immediately to complete the order. Where the Licensee requires an invoice, an Order Form will need to be completed and Fees will be payable 7 days from the Date of the Order Form. Thereafter, Fees (where applicable) will be invoiced annually in advance thirty (30) days prior to each anniversary of the Start Date of the applicable Order Form during the License Term (as defined above). Form Credits are purchased on a ‘Pay As You Go’ basis or on an Annual or Monthly Subscription plan. Pay As You Go Form Credits are valid for 48 months from purchase date after which time any unused credits will expire. Annual or Monthly Subscription Credits are valid for 12 month period from the purchase date after which time and unused Credits will expire. If the annual form credit limit is reached before the end of 12 month term then the following conditions will apply. If on an Annual Subscription the Licensee can purchase a new annual subscription or purchase Pay As You Go Form Credits until the end of the term. If on a Monthly Subscription the Licensee can purchase purchase Pay As You Go Form Credits or purchase a new monthly subscription – however, the remaining monthly payments of the original subscription will still need to be paid until the end of the 12 month term. Failure to pay all monthly installments will result in suspension of the account access until all payments have been made in full. For End User licenses the Licensee shall pay iPEGS Ltd the applicable Fees within seven (7) days of receipt of the first order invoice and thirty (30) days of receipt of all renewal invoices. Any amounts payable by Licensee under the Order Form which are not in dispute by Licensee and which remain unpaid after the applicable due date shall be subject to late penalty fees equal to one percent (1%) interest per month, calculated from the initial past due date until such amount is paid. Licensee shall reimburse iPEGS Ltd for all reasonable costs of collection incurred. Should the account remain unpaid for a period of thirty (30) days after the invoice due date then all user licenses and account access will be suspended until the outstanding fees have been settled. 
  1. DEFAULT 
If either party (a) commits a material breach of contract which is irremediable (or if remediable is not remedied within thirty (30) days of being notified to do so, or (b) fails to make a payment on the due date (and remains in default not less than thirty (30) days after being notified to make payment), or (c) becomes insolvent or has a receiver or liquidator appointed, or (d) has a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010) then, in any such case, the other party shall be entitled to end the contract and recover its reasonable costs and losses up to the termination date.  “Change of control” means a change in beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.
  1. ASSIGNMENT
Neither party may assign or transfer any of its rights or obligations under the Terms without the prior written consent of the other (not to be unreasonably withheld or delayed) except to another member of its corporate group, or to an acquirer of all or substantially all of its assets, provided that such successor is bound by the Terms.
  1. LAW & DISPUTES 
The contract between iPEGS Ltd and Licensee is governed by English law. Any dispute, which cannot be settled amicably, will be referred to mediation at the request of either party. Any dispute that is not settled will be resolved in the English courts.