Adadot SaaS Platform Licence Terms

1. Introduction

1.1 These Terms are a contract between you and Adadot Ltd, a company registered in England and Wales under company number 12294533, whose registered address is 20-22 Wenlock Road, London, England, N1 7GU (we or us).

1.2 References to you or your are to the company or other organisation accessing the Services. The person who enters these Terms confirms that it has your authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.

1.3 The following Terms are binding on any use of the Service, and apply from the time that you begin using it.

1.4 We reserve the right to change and update these Terms at any time. We will publish the changes on our Service Platform. If you do not agree to the changes please stop using our Services, we will treat your continued use of the Service as acceptance of the updated Terms. If the changes significantly affect your access to the Services and you do not agree to the changes, the provisions of Condition 9 shall apply.

2. Definitions and Interpretation

2.1 In these Terms, the following words have the following meanings:

Administrator: has the meaning given to it in Condition 3.3;

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Company Content: all material uploaded to the Services by you, including all documents, data and databases, and the Personnel Personal Data;

Confidential Information: has the meaning given to it in Condition 11;

Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018. The words controller, processor, process, processed, processing and Personal Data shall have the meaning given to them in the Data Protection Legislation.

Fee: the fee due to us for access and use of the Service;

Group Companies: any parent undertaking of a party and any subsidiary undertaking of that party or any such parent undertaking from time to time, where subsidiary undertaking and parent undertaking have the meanings given in section 1162 of the Companies Act 2006;

IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress,rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;

Personnel: any employee, employee of your Group Companies and/or other individual whose Personal Data and other information are uploaded to the Services;

Personnel Personal Data: any Personal Data relating to the Personnel which you provide to us in respect of the Service;

Service: the delivery of and access to the software as a service platform that you may use to monetise your Personnel’s skills and work, and all support that we may provide to you under the SLA;

Service Information: any information and/or documents created by the Services based on your Company Content;

Service Platform: the platform that you can access in order to upload Company Content and view the Service Information;

Service Term: the duration of your access to the Services that you have selected or as is agreed between us;

SLA: our service level agreement as may be updated from time to time;

User: any individual who accesses the Service through your account, including your employees and freelance individual contractors.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 The headings shall not affect the interpretation of these Terms.

2.4 References to Conditions are references to the numbered provisions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

3. Use of Service

3.1 We grant you the right to access and use the Service via our Service Platform, and we will provide you with the Service with reasonable skill and care. The features that you have the right to access and limitations applied may depend on the particular Service you have selected on the Service Platform or otherwise agreed with you by email or in any order, including any limit on the number of Users permitted. Users may not share or transfer accounts or log in details to other users or to third parties.

3.2 You must only use the Service and Service Platform for your own lawful internal business purposes.

3.3 You shall designate one contact as the responsible party for communication (your Administrator). Your Administrator shall have the authority to bind you, and to establish accounts for Users. You shall ensure that each User shall, as a condition of being granted access to any Service, comply with these Terms.

3.4 If any User breaches these Terms, we reserve the right to remove access to accounts or cancel them without notice. We also reserve the right to refuse access to the Service to anyone for any reason at any time.

3.5 When you use our Service, you must comply with all applicable laws and you agree not to:
(a) try to gain unauthorised access to the Service Platform or any networks, servers or computer systems connected to the Service Platform;
(b) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Service Platform save to the extent expressly permitted by law not capable of lawful exclusion;
(c) allow any third party, except your Users, to access the Service; and
(d) use or access the Service Platform to build or support, and/or assist a third party in building or supporting, products or services competitive to us, or otherwise substantially similar to the Service and/or the Service Platform and whether for internal use only or to permit others to use.

3.6 We may freely use any anonymous data that we learn, acquire or obtain in connection with your use of the Service Platform and our provision of the Services in order to improve, review and analyse the Service Platform and Services

3.7 You shall not act in a way which could risk overloading, impairing or damaging our Service, Service Platform and supporting infrastructure. If at any time your access to and/or use of the Service is excessive and as a result impacts on other clients’ ability to use the Service, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use. We reserve the right to increase the Fee due to any such excessive use.

4. Account Terms

4.1 You must provide your full name, a valid company email address and company or other organisation name to create an account.

4.2 You are responsible for choosing a secure password for your account and keeping this confidential. We are not liable for any losses or damages you may experience from failing to keep this information confidential. You are solely responsible for all activities that occur within your account, you must notify us immediately if you suspect there has been unauthorised access to or use of your account and provide all reasonable assistance to bring an end to such unauthorised access or use.

5. Viruses, Malware and Security

5.1 We exercise all reasonable skill and care to ensure that the Service is secure and free from viruses and other malware. We do not, however, guarantee that the Service is secure or free from viruses or other malware.

5.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.

5.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Service.

5.4 You must not attack the Service by means of a denial of service attack, a distributed denial of service attack, or by any other means.

6. Fees and Payment

6.1 You may be offered a trial period (or a trial based on a certain number of Personnel) on signing up for an account at our sole discretion. We reserve the right to end this trial period at any time and move you onto a paid plan for the Services. If you no longer wish to continue using the Service and have not yet moved onto a paid plan you can do so at any time. These Terms will also apply to all trial use of the Services.

6.2 Fees are exclusive of taxes, and you shall pay all taxes or other similar charges you are legally required to pay. The Fee is due and payable in pounds Sterling and shall be paid without any set-off, counterclaim, deduction or withholding.

6.3 The Fee is due in advance either monthly or annually as agreed by email or in any order. If you reach the limitations applied to your Services, we shall notify you accordingly, and discuss with you whether to upgrade your Services. Any upgrade to your Services will incur an additional Fee.

6.4 We may increase the Fee with one month’s prior written notice to you. We will inform you via email of any increase. If such increase is not acceptable to you, you must inform us in writing and cease to use the Services in accordance with Condition 9.

6.5 If any instalment of the Fee is not received full and cleared within 5 Business Days after the due date, and without prejudice to any other rights and remedies available to us, then, until the outstanding Fee is paid in full, we may:
(a) after issuing with written advise advising of non-payment, suspend access to the Services and the Service Platform; and
(b) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Availability

7.1 We shall use reasonable endeavours to make the Services available at all times, but you acknowledge that there may be occasions when access to the Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall use reasonable endeavours to comply with the SLA for the Services.

7.2. We reserve the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, save to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.

8.Company Content

8.1 You warrant and represent that the Company Content will not:
(a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations;
(b) infringe the IP Rights or other legal rights of any person;
(c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(d) be deliberately or knowingly false, inaccurate or misleading; and/or
(e) give rise to any cause of action against us.

8.2 You shall own all right, title and interest in and to all of the Company Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Company Content.

8.3 We are not responsible and accept no liability for Company Content. We do not actively monitor any Company Content, but you agree that at any time we shall be entitled to delete any Company Content that we reasonably believe is in breach of Condition 8.1.

8.4 You agree that the Service Information is based on and reflects the information in the Company Content. Accordingly, you must make sure that the Company Content is accurate and complete. You agree to notify us of any errors in the Service Information. We shall promptly amend such errors, except where such errors arise as a result of any information in the Company Content. We shall have no liability for any errors in the Service Information based on the Company Content.

8.5 In the event of any loss or damage to Company Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Company Content from the latest back up of such Company Content maintained by us. You acknowledge and agree that this process will overwrite the Company Content stored on the Services prior to the restoration. Accordingly, you shall separately maintain up-to-date copies of the Company Content.

8.6 You agree to defend, indemnify and hold us harmless 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 our use of the Company Content.

9. Termination

9.1 Your right to access and use the Service and Service Platform shall continue for the Service Terms. You may discontinue your use of the Service and Service Platform at any time on 30 days’ written notice to us. We may discontinue your use of the Service and Service Platform at any time on 10 days’ written notice to you.

9.2 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your use of the Service and Service Platform with immediate effect if:
(a) the other party commits any material breach of any of the Terms of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 days of being notified of the breach; or
(b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

9.3 Upon termination your use of the Service and Service Platform, you acknowledge that your Company Content may be deleted. We may but are not obliged to, allow you to download your Company Content and/or facilitate your export of your Company Content subject to the payment of our fee for such additional work.

9.4 If you terminate your use of the Service and Service Platform under Condition 9.1 or we terminate your use of the Service and Service Platform under Condition 9.2, there will be no refunds for any Fees paid

9.5 All provisions that are expressly or by implication intended to continue after termination or your use of the Service and Service Platform shall continue in force.

Intellectual Property

10.1 All IP Rights in the Service and the Service Platform are owned us or our licensors.

10.2 You and/or your licensors shall remain the owner of all IP Rights in the Company Content. You grant to us free of charge, a royalty-free, worldwide, non-exclusive licence to use the Company Content only to such extent as is necessary to enable us to provide the Service and to perform our obligations under these Terms , together with the right to grant sublicences under this Condition 10.2.

10.3 You grant to us the right and licence to use your name and any associated logo in any and all promotional and marketing materials, including online materials.

10.4 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim). For the avoidance of doubt, this Condition 10.4 does not apply to any claim in respect of the Company Content. You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to our and its professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the Services.

10.5 On receipt of a notice under Condition 10.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services without to avoid the infringement.

10.6 For the avoidance of doubt, Conditions 10.4 and 10.5 do not apply to the Company Content and/or the Service Information to the extent based on the Company Content.

10.7 From time to time you may submit feedback regarding the Service Platform and the Services. You acknowledge that any feedback provided by you is provided on a voluntary basis, and that you grant us a royalty-free, worldwide licence to use, reproduce, publish, make available and modify any such feedback, including publication on the Service Platform using the name that you submit in connection with the feedback.

11. Confidential Information

11.1 Confidential Information shall mean all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, Personnel s or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party). We acknowledge that the Company Content and the Service Information to the extent based on the Company Content are your Confidential Information.

11.2 The Receiving Party shall not, and shall ensure that its Personnel s shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.

11.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its Personnel s to the extent that they need to know the same in order to carry out its obligations under these Terms and where those Personnel s are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

11.4 The provisions of Conditions 11.1, 11.2 and 11.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

12. Personnel Personal Data

12.1 We shall each both comply at all times with the Data Protection Legislation and shall not do anything (or fail to do anything) to cause the other party to breach any of its obligations under the Data Protection Legislation. We shall both shall promptly notify each other if we become aware of any breach of the Data Protection Legislation by it in connection with the Service.

12.2 Each of us agrees that in the course of providing the Services, we will collect and process Personnel Personal Data. In doing so, we are the processor of the Personal Data and you are the controller of the Personal Data.

12.3 You warrant that you have the right under the Data Protection Legislation to engage us to process the Personnel Personal Data for the purposes of these Terms. Where you have obtained that right by consent, you shall provide us with evidence of the consent at our request.

12.4 You agree that we shall be entitled to sub-contract processing of the Personnel Personal Data provided that we shall be fully responsible for the acts and omissions of all sub-processor as if they were our acts and omissions.

12.5 In processing the Personnel Personal Data on your behalf, we shall: (a) process the Personnel Personal Data only as necessary to provide the Service; (b) co-operate with you, and promptly provide such information and assistance as you may reasonably require, to enable you to comply with your obligations under the Data Protection Legislation taking into account the nature of the processing and the information available to us; (c) comply with any request from you requiring us to amend, transfer or delete Personnel Personal Data or to restrict processing and we shall confirm that such request has been implemented; (d) take and implement all such technical and organisational security procedures and measures necessary and appropriate which ensure a level of security to preserve the security and confidentiality of any Personnel Personal Data processed by us having regard to the types of personal data being processed and to the extent we store the Personnel Personal Data on its systems; (e) upon termination of the Service or as may be requested in writing at any time by you, cease to use the Personnel Personal Data and at your discretion return the Personnel Personal Data and delete all copies of it to the extent commercially possible; and (f) notify you if we become aware of any security breach affecting the Personnel Personal Data on our system; (g) permit you and/or your auditor to inspect and audit our activities under this Condition 8 during working hours and on reasonable notice at non more than once in each 12 (twelve) month period; and (h) co-operate and assist you or any regulator where you are required to deal or comply with any assessment, enquiry, notice or investigation by a relevant regulator so as to enable you to comply with all of your obligations as a controller which arise as a result of such an assessment, enquiry, notice or investigation.

12.6 You agree that we may process Personnel Personal Data outside the United Kingdom, including through our sub-contractors. We shall ensure that any processing that does take place outside the United Kingdom, complies with the Data Protection Legislation or takes place in a country, a territory or sector that the European Commission has decided ensures an adequate level of protection for Personal Data.

12.7 Notwithstanding any other provision of these Terms of Use, we may process the Personnel Personal Data if and to the extent that we are required to do so by applicable law. In such a case, we shall inform you of the legal requirement before processing, unless that law prohibits such information.

13. Liability

13.1 We warrant that: (a) we have the right to enter into these Terms and to provide the Service as contemplated by these Terms; and
(b) the Service shall, under normal operating conditions, enable you to input Company Content and access Company Information.

13.2 If any of the warranties in Condition 13.1 is breached, you must notify us as soon as possible. You must give us a reasonable time to fix the problem, including (in our discretion) by making available a corrected version of the Service (as the case may be) or a reasonable way to work around the problem that is not materially detrimental to you. If we can do this within a reasonable time, this shall be your sole and exclusive remedy in relation to such breach.

13.3 Except as expressly set out in these Terms, no implied conditions, warranties or other Terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services (including any Service Information). In particular, it is your sole responsibility to ensure the Service meets the needs of your business, Users and Personnel.

13.4 You warrant that you have not relied on any oral representation made by us or on our behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Services. You confirm that in your opinion, the Services are fit for your purposes.

13.5 Subject to Condition 13.7, we shall not be liable to you for:

(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time;
(f) any kind of special, indirect, consequential loss or pure economic loss; and/or
(g) error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in the Company Content.

You agree that the provisions of this Condition 13.5 are severable.

13.6 Subject to Condition 13.7 our total liability to you for all claims or series of claims relating under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.

13.7 Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.

13.8 You acknowledge and agree that to the extent we provide any support to assist you to access the Service, we do not provide any legal, accounting or management advice or information in respect of your Personnel s or business generally, and accordingly you should not rely on our support for such purposes.

14. Force Majeure

14.1 For the purposes of this Condition 14, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, pandemic or epidemic.

14.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

14.3 If performance of any obligation under these Terms is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Terms on written notice to the other party.

14.4 The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Terms.

15. Non-solicitation

15.1 You agree that while accessing the Services and the Service Platform and for a period of 12 months after termination, you shall not, either directly or indirectly, by or through yourself, an affiliate, an agent or otherwise:
(a) solicit, entice or induce, or endeavour to solicit, entice or induce, any of our employees with a view to employing or engaging such employee;
(b) employ or engage, or offer to employ or engage any of our employees.

15.2 Notwithstanding the provisions of Condition 15.1 you may employ or engage any of our employees who has responded directly to a bona fide recruitment drive either through a recruitment agency engaged by you or via an advertisement placed publicly by you.

16. Notices

16.1 We may from time to time send any important notices by email. Such notices may relate to matters including, but not limited to, changes to these Terms and increases to our Fees.

16.2 To contact us, please email us at alex.harris@adadot.com.

17. Transferring rights

17.1 We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business. If this happens, we will notify you in writing. Your rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.

17.2 You may not transfer your obligations and rights under these Terms (and without our express prior written permission.

18. Third party rights

18.1 These Terms are between us and you. They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

19. Severability

19.1 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, such provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

20. No waiver

20.1 No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

21. Dispute Resolution

21.1 If a dispute arises between the parties under these Terms , then within 5 Business Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 Business Days, then the parties shall be entitled to pursue legal action under Condition 22.

21.2 Nothing in Condition 21.1 shall prevent a party taking action under Condition 22 in respect of misuse of the Services.

22. Governing law and Jurisdiction

21.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.