Customer Agreement

Effective day 25 May 2018


This Liveforce Customer Agreement, together with its appendices (the “Terms”) is effective as of the Effective Date and in conjunction with any other terms and conditions of use which are incorporated herein by reference which may be posted on our site and/or Services govern your access to and use of Liveforce Ltd (“Liveforce”, “we”, “us” or “our”) on-demand workforce management software and the related applications and services offered by Liveforce. By accepting these Terms, either by clicking a box indicating your acceptance, registering to use the Services, accessing or using the Services, or by executing an order form that references these Terms (an “Order Form”), you agree to all of the terms set forth herein and in any such Order Form.

If you are using the Services as an individual you represent that you are at least 18 years of age and can form legally binding contracts and if you are using such services on behalf of an organisation, you are agreeing to these Terms for that organisation and representing that you have the authority to bind that organisation to these Terms. In that case, “you” and “your” will refer to that organisation. You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms, including any appendices and the Order Form(s), govern your use of the Services. The defined terms set out in these Terms shall have the meanings given in section 10 of these Terms. In the event of any conflict between these Terms and any terms set out in an Order Form, these Terms shall prevail.

1. Your Obligations

1.1 In respect of your use of the Services, you represent and warrant that you shall:

1.1.1 only access and use the Services solely for the intended use of the Services, for lawful purposes only and in accordance with these Terms, the Documentation and all applicable laws and regulations. You shall be liable for any User’s breach of these Terms and shall ensure all Admins keep a secure password for his/her use of the  Services;

1.1.2 provide adequate, complete and accurate information in respect of the provision and your use of the Services and provide all co-operation as may be reasonably required by us in order to provide the Services;

1.1.3 be solely responsible for procuring and maintaining your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to your network connections or telecommunications links;

1.1.4 use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us;

1.1.5 shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Your Data and for the accuracy and completeness of all information provided by You in respect of the Crew Classification Services. We shall not be liable for any errors or inaccuracies (i) in any information provided by You and/or Crew in respect of the Crew Classification Services, (ii) in any of Your Data or (iii) in any changes or modifications to any of Your Data by us upon your written instruction beyond our responsibility to accurately reproduce Your Data on your instruction; and

1.1.6 treat and communicate with Crew in a respectful and professional manner at all times.

1.2 You shall not and shall ensure Admins shall not:

1.2.1 transmit any Viruses or transmit, access, store or distribute any material, including without limitation Your Data, during the course of your use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) is otherwise illegal or causes damage or injury to any person or property;

1.2.2 access all or any part of the Services and/or Documentation in order to build a product or service which competes in whole or part with the Services and/or the Documentation;

1.2.3 include any Inappropriate Content, Viruses, malicious programs or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the infringement of any Intellectual Property Rights of any other party;

1.2.4 reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form all or any part of the Software;

1.2.5 modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Software, the Services and/or Documentation, or otherwise make the Software, the Services and/or Documentation available to any third party except the Admins;

1.2.6 falsify Crew identification information; or

1.2.7 at any time disclose any information concerning Crew or any other users that is not already contained in the public domain, except to the extent expressly permitted by Crew or other users.

1.3 We reserve the right, without liability or prejudice to our other rights, to (i) disable your access and your Admins’ access to the Services for any material breach of the provisions of section 2.2; and/or (ii) upon notice to you to remove content (including without limitation Your Data) where, in our sole and reasonable discretion, we suspect such content breaches any laws or regulations, third party rights or these Terms and/or is deemed to be Inappropriate Content or is otherwise unlawful.

2. Crew and Prospects

2.1 You acknowledge and agree that we are not a service company providing services through Crew and do not employ any Crew and all Crew are providing such Crew Services as independent contractors under a separate agreement with you. You bear all risk and cost of operating your own business, including the risk of loss. Nothing in these Terms are intended to, or shall be deemed to, constitute a partnership or joint venture of any kind or employment relationship between the parties, nor constitute any party an employee or agent of another party for any purpose. No party shall have authority to act as an employee or agent for, or to bind, the other party in any way. You acknowledge and agree that you are free to determine (i) if you want to engage with a Crew (ii) the Crew Services you select or reject; and (iii) how you engage with any Crew (including the terms upon which you engage with such Crew under a Crew Services Agreement). All negotiations are between you and the relevant Crew for Crew Services and you and such Crew are free to negotiate the fees, timings and details of any Crew Services to be provided under a Crew Services Agreement. Nothing in these Terms is intended to prohibit or otherwise limit your ability to engage, and negotiate with, Crew.

2.2 The Crew Classification Services and any results of such services are provided solely to support your own determination of the employment classification of those Crew whom you have selected to engage with for Crew Services and is in no way a conclusive determination of such classification. Such information is based on: (i) the Crew and your submission of accurate and complete information in respect of any Crew; and (ii) correct use by you and Crew of the Services. You further acknowledge and agree that any results obtained from such Crew Classification Services may change at any time after the date of the provision of such Crew Classification Services for a Crew and/or during the provision of such Crew Services to you.

2.3 As part of the Services, you will have access to a registration page which will enable you to collect information from prospective Crew (“Prospects”) to register their interest in providing services to you and upload their application details. Once a Prospect has been selected by you at your sole option for the provision of their service(s) and you have entered into a Crew Services Agreement with such Prospects, each such Prospect will be added to our Workforce Database. Any details of any Prospects uploaded to the Registration Page and/or added to the Workforce Database shall be owned by us and subject to separate terms between Crew and us. Any result of such services are provided solely to support your own Crew sourcing efforts and the responsibility of determining the Crew suitability and quality lies solely with You.

2.4 As a customer of Liveforce, you may utilise our platform to communicate with your Crew via SMS, MMS and Chat messaging channels. These communications are facilitated by Twilio, a cloud communications platform that allows us to programmatically send and receive text messages using its web service APIs. Twilio is a trusted and secure service used by many businesses worldwide for their communication needs.

2.4.1 Before sending the first message, you must obtain explicit consent from your Crew to receive these communications. This consent is specific to your brand and the specific use or campaign that the Crew member has consented to. Crew members have the right to revoke their consent at any time by replying with a standard opt-out keyword such as STOP, UNSUBSCRIBE, CANCEL, END, or QUIT. This is handled automatically by Twilio and they will be added to a block-list and no further messages will be sent via the messaging channel they have opted-out from.

2.4.2 You are required to respect your Crew’s preferences in terms of frequency of contact and to ask them to reconfirm their consent as set forth by local regulations and best practices. You are not allowed to send any content that is illegal, harmful, unwanted, inappropriate, objectionable, or otherwise poses a threat to the public. All messages sent by you must comply with the rules applicable to the country in which the Crew member lives. If a Crew member is under the legal age of consent in their location, they are not permitted to use our services. We reserve the right to monitor the content of text messages that are transmitted via our platform to detect spam, fraudulent activity, and violations of our Acceptable Use Policy.

3. Your Data and Privacy

3.1 You shall own and retain full ownership of Your Data and shall have sole responsibility for: (i) the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data; and (ii) for obtaining all necessary licences and consents required to use Your Data (if any, and including but not limited to those from the owners or licensees of any third party information) as part of the Services and you warrant and represent that such licences and consents have been obtained.

3.2 Solely to provide you with the Services, you grant us and our Associated Companies who require access to Your Data in order to provide the Services, a non-exclusive, worldwide, perpetual licence to (i) host, copy, transmit and display Your Data and to incorporate Your Data with the Liveforce Data; and (ii) where necessary, to transfer Your Data to third party service providers used by Liveforce, only as necessary for us, to provide the Services in accordance with these Terms. You further grant us and our Associated Companies a non-exclusive, worldwide, perpetual licence to use, host, transmit and display, post-termination of these Terms, any Crew contact details provided by or on behalf of you, to the extent such information and/or data is deemed Your Data.

3.3 You acknowledge that we are neither obliged nor able to edit and modify Your Data and have no obligation to monitor any information on the Services and we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services, including without limitation data and information of Crew. You further acknowledge that (i) you are responsible for all Your Data, and (ii) any communication with others while using the Services is your sole and exclusive responsibility, and (ii) we will not be held responsible in any way for any intellectual property infringement or violation, or the violation of any other person’s rights or any laws arising or relating to Your Data. We are further not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application. We expressly disclaim all liability for any fraud committed in connection with the Services. You agree to indemnify and save us and our Associated Companies harmless from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of Your Data, to the extent not caused by Liveforce’s willful misconduct.

3.4 We shall follow our archiving procedures for Your Data as set out in our back-up policy as such document may be amended by us in our sole discretion from time to time, with any such amended version to be made available to you. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use commercially reasonable efforts to restore such lost or damaged data from the latest back-up of Your Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party, (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up) unless solely caused by our negligence.

3.5 By using the Services, you acknowledge, accept and agree with all provisions of the Privacy Policy as made available by us to you, including, without limitation, our use of Your Data in accordance with such Privacy Policy. We will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorised access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of theServices when you are not using them.

3.6 Each party shall comply with Applicable Data Protection Laws. The parties acknowledge that under these Terms either party may be a processor or controller (as defined in Applicable Data Protection Laws) in different scenarios and where a party is to process Personal Data belonging to the controller under these Terms and/or an Order Form, the parties shall set out in the applicable Order Form: (i) the subject matter and duration of the processing; (ii) the nature and purpose of the processing; and (iii) the type of Personal Data and categories of data subject. The parties agree that the processing obligations set out in the Data Processor Agreement, shall apply to each party as the processor (if applicable).

4. Confidentiality

4.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:

4.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

4.1.2 was in the receiving party’s lawful possession before the disclosure;

4.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

4.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

4.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

4.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

4.3 The obligations of confidentiality under this section 5 shall survive the expiration or termination of these Terms for a period of five (5) years, except for any information which is deemed a trade secret in respect of which the obligations of confidentiality hereunder shall survive for as long as such information remains a trade secret.

5. Liveforce IP Ownership

5.1 You acknowledge and agree that we and/or our licensors, as applicable, own all Intellectual Property Rights in and to the Services, and all related Software, applications, trademarks and tradenames, the Liveforce Data, and the Documentation. There are no implied terms under these Terms and except as expressly stated herein, these Terms do not grant you any rights to, or in, any such Intellectual Property Rights or any other rights or licences in respect of the Services, and all related Software, applications, trademarks and tradenames, the Liveforce Data, or the Documentation.

5.2 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing software, documentation, products or services which are the same or similar to those provided under these Terms.

6. Services

6.1 Subscription Term. Where you have purchased the Services as set out in the applicable Order Form, we shall provide you access to use the applicable Services during the Subscription Term (or such other subscription period as may be agreed by the parties in the applicable Order Form for a particular Service) in accordance with these Terms and in particular this section 7.

6.2 Licence. Subject to you purchasing the Admin Subscription(s), Active Crew Subscriptions and/or App Subscriptions for the Services as selected for purchase in the applicable Order Form, we hereby grant to you a non-exclusive, non-transferable and non-sublicensable licence to permit the Admins to use the applicable Services and the related Documentation during the Subscription Term (or such other subscription period as may be agreed by the parties in the applicable Order Form for a particular Service) solely for your internal business operations and in accordance with these Terms.

6.3 Admins. In respect of the Admins of the Services, you agree that the maximum number of Admins that you authorise to access and use the Services and Documentation shall not exceed the number of Admin Subscriptions you have purchased. You will not allow any Admin Subscription to be used by more than one per individual Admin unless it has been reassigned in its entirety to another individual Admin, in which case the prior Admin shall no longer have any right to access or use the Services and/or Documentation.

6.4 Audit Rights. To enable us to ensure your use of the Services is in accordance with the Order Form and these Terms, you shall (i) upon our reasonable request, provide evidence of your use of the Services in compliance with the Order Form and these Terms within 10 days of such request, save that Liveforce may only make such request twice per year, except where Liveforce reasonably believes that you are not using the Services in compliance with the Order Form and these Terms; and (ii) permit us to audit your use of the Services in order to determine your use of the Services is in accordance with these Terms and the Order Form and such audit may be conducted no more than once per year, at our expense, upon reasonable prior notice, and in such a manner as not to substantially interfere with your normal conduct of business. Without prejudice to any other rights we may have, where it is determined that your use of the Services is in excess of the Admin Subscription purchased or otherwise in breach of your usage rights under these Terms and the applicable Order Form, we shall invoice and you shall pay for the additional fees as per our then current price list which will are payable for such excess use.

6.5 Services Availability and Support

6.5.1 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for required maintenance periods as notified to you from time to time.

6.5.2 We will, as part of the Services, provide you with the Support Services during Business Hours as described in your Support Policy.

6.6 Payment Terms

6.6.1 Unless otherwise agreed in the applicable Order Form you shall pay all the Admin Subscriptions annually in advance for the duration of the Subscription Term in accordance with the Order Form (or the billing section for our Services as applicable) and we may invoice you for the Subscription Fees on or after the Effective Date and thereafter on each 12 month anniversary of the Effective Date for the duration of the Subscription Term. You may, from time to time during the Subscription Term, purchase additional Admin Subscriptions for the additional fees set out in the applicable Order Form.

7.6.2 Unless otherwise agreed in the applicable Order Form you shall pay all the App Subscriptions in advance each month based on an estimated usage. We know that your usage, however, may change. If the usage increases or decreases, we may charge you overages or issue you credits.

6.6.3 Unless otherwise stated in the applicable Order Form or our billing section for our Services where such payments are payable as stated therein, all Fees or any other fees payable under these Terms are payable within 14 days. All amounts and Fees stated or referred to in these Terms and/or the applicable Order Form are non-refundable and exclusive of all Taxes. You shall be solely responsible for, and for paying, all applicable Taxes relating to these Terms, and the use of or access to the Services.

6.6.4 If we have not received payment from you by the due dates and without prejudice to our other rights and remedies, we may: (a) by giving ten (5) Business Days prior written notice to you, without liability to you, disable your password, account and access to all or part of the Services until such outstanding payments are received in full by us; and (b) charge interest which shall accrue on such due amounts at the higher of (i) an annual rate equal to 4% or (ii) the standard statutory delay interest rate under applicable law.

6.6.5 We shall be entitled to increase the Subscription Fees with effect from the start of each Renewal Period upon prior notice to you and these Terms shall be deemed to have been amended accordingly.

6.6 Services Warranty

6.6.1 We warrant that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care for the Subscription Term.

6.6.2 The warranty provided in section 6.6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions or the Documentation, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents, or any Third Party Services accessed by you through the Services. If the Services do not conform with the warranty provided in section 6.6.1, we will, at our expense, use commercially reasonable efforts to correct any such non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy and our sole and exclusive liability for any breach of the warranty. Notwithstanding the foregoing, we:
(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services (including without limitation any information provided by Crew) will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from your access to and use of the Services or the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(c) shall not, nor our suppliers or third-party service providers or software vendors, have any liability whatsoever for the accuracy, completeness, or timeliness of Your Data, or for any decision made or action taken by you, any Admin, or any third party in reliance upon any of Your Data.

6.6.3 Except as expressly provided for in this section 6.6, we (and our Associated Companies and suppliers) disclaim all other warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non-infringement.

7. Limitation of liability

7.1 Subject to sections 7.2 and 7.3, our total liability for or in respect of any loss or damage suffered by you (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with these Terms in respect of your use of the Services shall be limited to the total amount of Fees paid by you during a Claim Year.

7.2 The exclusions in this section 7 shall apply to the fullest extent permissible at law but neither party excludes liability for death or personal injury caused by its negligence, or of its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by law.

7.3 To the maximum extent permitted by applicable law and except for your indemnity obligations under section 3.3, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. We accept no liability for failure to maintain any level of availability of the Services other than where we are in breach of our obligations under these Terms.

7.4 In addition to the other limitations and exclusions of liability set out in section 6.1 and this section 7, we shall have no liability:

7.4.1 for Your Data (except for the exclusive remedy provided in section 3.6) or any other materials, third-party products or services used and/or accessed using the Services or for any fraud committed in connection with the Services;

7.4.2 for or under any Crew Services Agreement or other agreement entered into between you and any Crew;

7.4.3 for any Crew acts or omissions (including for any information it provides in its user profile) or for any Crew Services or the quality of such Crew Services; or

7.4.4 for your determination of a Crew employment classification based upon the Crew Classification Services; or

7.4.5 where any failure to provide the Services is caused by:
(a) a network, hardware or software fault in equipment which is not under our control;
(b) any act or omission by you or Crew;
(c) use of the Services contrary to these Terms; or
(d) any unauthorised access to the Services, including without limitation a malicious security breach.

7.5 In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be as set out in section 3.6.

7.6 We cannot and do not guarantee: (i) verification of each Crew identity and/or the information contained in their user profiles or any information they provide to you in response to a request by you for services and/or as part of the Workforce Services; (ii) any Crew employment classification; or (iii) the ability or willingness of any Crew to respond or accept a request for services or to fulfil its obligations with respect to a Crew Services Agreement. Consequently, it is your responsibility to verify the identity of any Crew you engage with and that Crew suitability with respect to a Crew Services Agreement, including such Crew ability to provide the Crew Services.

7.7 We do not and cannot control the flow of data to or from the network where our platform resides and other portions of the internet, including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). We cannot guarantee that such events will not occur. Accordingly, we, our Associated Companies, suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and you shall have no claim in respect thereof. Our website and the Services may contain links to websites operated by third parties and these links are for convenience only. We are not responsible and we and our Associated Companies, suppliers and subcontractors disclaim any and all liability for their content and privacy policies and do not endorse any linked material.

7.8 You assume sole responsibility for: (i) results obtained from your use of the Services, Documentation and for conclusions drawn from such use; and (ii) for any agreements, including without limitation Crew Services Agreements you enter into with any Crew and the provision of Crew Services under such agreements. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction in your use of the Services or engagements with any Crew. The Services are not intended to be used as the sole basis for any business decision and are based upon data provided by you, Crew and/or third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for us to guarantee.

8. Term and Termination

8.1 These Terms shall, unless otherwise terminated as provided in this section 8, commence on the Effective Date and shall continue for the Subscription Term, which may be renewed for additional Renewal Periods upon request by you and payment of the applicable Fees for any such Renewal Periods. Without a Renewal Period in place, your access and use of the Services shall automatically terminate. .

8.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms and/or any of the Services in whole or part without liability to the other at any time with immediate effect upon written notice if the other party:

8.2.1 is in material breach of any of its obligations under these Terms and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or

8.2.2 voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

8.3 Early Termination. After the Initial Subscription Term, you may at any time during the applicable Subscription Term terminate the subscription for any or all of the Services under an Order Form with sixty (60) days prior written notice to us; provided that you shall not receive a refund for any prepaid fees and shall be liable for the remainder of the fees applicable to the period of the then current Subscription Term after the date of termination as set out below:

8.3.1 Full payment of the applicable fees for the first three (3) months remaining of the then current Subscription Term; and

8.3.2 Fifty (50) percent of the applicable fees payable for the remaining months of the then current Subscription Term thereafter.

8.4 Subject to section 9.5, on the expiration or termination of these Terms and/or any Order Form for any reason:

8.4.1 Your rights of use granted under these Terms and/or any Order Form (where only an Order Form has been terminated) shall immediately terminate and you shall cease the use of the Services or where only an Order Form has been terminated, the Services purchased under such Order Form;

8.4.2 You shall promptly pay all monies due or to become due under these Terms and/or the relevant Order Form through the effective date of termination, including any fees in respect of early termination pursuant to section 9.3;

8.4.3 each party shall return and make no further use of any equipment, property, Software, Services and Documentation, Confidential Information and other items (and all copies of them) belonging to the other party, subject to section 3.2. Where only an Order Form has been terminated, you will not be required to return or make no further use of the Services other documents and materials which relate to your continued use of the remaining Services;

8.4.4 we may destroy or otherwise dispose of any of Your Data in our possession.

8.5 In the case of termination of only one or all of the Service(s), any remaining Service(s) shall remain unaffected and these Terms shall continue to apply in full force and effect to your use of the Services until such use expires or is terminated in accordance with these Terms.

9. General

9.1 Entire Agreement. These Terms together with the Privacy Policy and any applicable Order Form set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with these Terms shall not be binding on us. In entering into these Terms you acknowledge and agree that you have not relied on any representations made by us except as set forth in these Terms. Any such representations are excluded. Nothing in this section shall limit liability for any representations made fraudulently.

9.2 Changes to Services. We may vary the Services at any time and without any liability to you. We will notify you of any such changes.

9.3 Waiver. A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

9.4 Invalid provisions. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

9.5 Governing Law and Jurisdiction. These Terms will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.

9.6 Third Party Rights. Subject to section 6.1, a person who is not a party to these Terms has no rights to enforce or to enjoy the benefit of, any term of these Terms, but this does not affect any right or remedy of a third party which is expressly provided for under these Terms.

9.7 Sub-contracting and Assignment. You may not assign or otherwise transfer these Terms or any of your rights or obligations or purport to do any such acts under them to any third party without our prior written consent. We shall have the right, upon written notice to you, to assign these Terms to any of our Associated Companies, or to an entity resulting from a merger, acquisition or other reorganisation of our business. In addition, we shall have the right to sub-contract any of our obligations hereunder to a third party, provided that we shall continue to remain responsible for the performance of the Services hereunder. Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.

9.8 No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

9.9 Force Majeure. We shall have no liability to you under these Terms if we or our third-party suppliers are prevented from or delayed in performing our or its obligations under these Terms, or from carrying on our or its business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm. We shall provide you with notice of such an event and its expected duration.

9.10 Notices. All notices to be given under these Terms shall be given in English in writing. You will give all notices under or in connection with these Terms to the address stated at the end of these Terms, or otherwise provided to you on our website or notified by us to you in writing. You agree and consent to receiving all notices and communications from us under or in connection with these Terms electronically. We will provide any such notices and communications by posting them on our website or emailing them to you via the email you provided in the registration process. By giving your consent you are confirming that you have access to the necessary equipment to receive and open any such notices. You may withdraw your consent upon written notice to us and request paper copies at any time provided that you agree that we may charge you fees for such paper copies.

9.11 Variation. Save as otherwise expressly stated in these Terms, these Terms may be varied by us at any time upon 15 days prior notice to you of such changes. Such notice may be provided via a notification on our platform or through your email address provided upon registration.

9.12 Survival. In addition to those provisions which by their nature are intended to survive any termination of these Terms, sections 4, 5, 7, 8 and 9 of these Terms shall survive such termination or expiration of these Terms.

9.13 Export Control. The Services, Documentation and other Liveforce materials are subject to the export control laws of various countries, including without limitation the laws of the United States and the UK. You agree that you will not submit the Services, Documentation or other Liveforce materials to any government agency for licensing consideration or other regulatory approval without our prior written consent and will not export the Services, Liveforce Data, Documentation or Liveforce materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where you are registered, and any foreign countries with respect to the use of the Services, Documentation or other Liveforce materials by you and your users. You will not engage in any activity that would cause Liveforce to be in violation of any such export control laws and regulations.

10. Definitions

Capitalised terms not otherwise defined in these Terms shall have the meanings set out below:

Active Crew Subscriptions” each Crew with an ‘active’ status on your Workforce page;

Admin” your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, and for which you have purchased Admin Subscriptions;

Admin Subscriptions” the subscriptions purchased by you in accordance with these Terms either for the number of Admins that use the Services, which entitle such Admins to access and use the Services and the related Documentation in accordance with these Terms;

App” additional functionality provided as part of the Services typically billed based on monthly usage;

Applicable Data Protection Law” means (i) until 24 May 2018, the Data Protection Act 1998, or (ii) from 25 May 2018 onwards, Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and any act of UK parliament which brings this into force and any other applicable data protection laws and regulations regarding the privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws). For the purposes of this Agreement the terms, ” controller”, “processor”, “sub- processor”, “data subject”, “process” and “processing” has the meaning set out in Applicable Data Protection Law;

App Subscriptions” the monthly usage cost of Apps purchased by you in accordance with these Terms;

Associated Company” an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to these Terms. For the purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent of the voting power to elect directors of the entity, or (ii) greater than fifty per cent of the ownership interest in the entity;

Business Day” 9.00am to 6.00pm Greenwich Mean Time (GMT) on any day which is not a Saturday, Sunday or statutory public holidays in the England and Wales;

Business Hours” the hours between 9.00am to 6.00pm GMT each Business Day;

Claim Year” each consecutive twelve (12) month period commencing on the effective date of the Order Form or date of purchase of the Admin Subscription as applicable;

Crew Classification Services” means provision of tools by us to help you assess and determine the classification of your selected Crew employment status of either a “self-employed”, “limited company” or “employee” status for the purposes of you determining your employment and tax liabilities (if any) in respect of such Crew. Such tools use the information provided by Crew and you in response to the set of questions provided to Crew and you by Liveforce;

Crew” any people and where applicable, Prospects whom you may and/or do engage with for their Crew Services under a Crew Services Agreement;

Crew Services Agreement” means the separate and independent agreement you enter into with Crew as between you and such Crew for the Crew Services;

Crew Database” the database accessed by you through the Workforce Services which is a database created by us using the list of Crew already known to and provided by you to Liveforce;

Crew Services” means the Crew services which enables you to rate, review and search for Crew using the Workforce Database, make a request for services and select and engage with Crew for Crew Services pursuant to a Crew Services Agreement, as further described in the Documentation;

Confidential Information” information that is proprietary or confidential and is (i) clearly labelled as such, (ii) is otherwise information that a reasonable person would consider to be confidential; or, in the case of Liveforce, any information relating to any Crew which is received, viewed, accessed and/or used by you through your use of the Services;

Documentation” the document(s) made available to you by Liveforce which set(s) out a description of the Services and the user instructions for the Services;

“Effective Date” the date of acceptance of these Terms on the earlier of you (i) clicking a box indicating your acceptance of these Terms, (ii) accessing or using the Services or (iii) executing an Order Form that references these Terms;

Fees” the Subscription Fees and any additional fees or expenses payable by you for or in connection with the Services as set out in the applicable Order Form;

Inappropriate Content” content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property;

Initial Subscription Term” the initial twelve (12) months term of the subscription to use the Services commencing on the Effective Date of the applicable Order Form, or such other period as agreed by the parties in the applicable Order Form;

Intellectual Property Rights” including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

Liveforce Data” (i) the Liveforce Crew data used as part of the Workforce Database in order to extend the Crew data provided by you to us to provide a complete populated account and profile for each such Crew in the Workforce Database; (ii) any details of Crew entered through their access to the Services, including without limitations any applications through the Registration Page or otherwise; and (iii) any metadata and/or anonymised data extracted by us from your use of the Services to be used to provide the Services;

Order Form” has the meaning given in the first paragraph of these Terms above;

Payment Date” means the date of the commencement of each Payment Period, with the first Payment Date commencing on the date as agreed by the parties in the Order Form;

Personal Data” has the meaning given in Applicable Data Protection Laws;

Prospect(s)” has the meaning given in section 2.3;

Registration Page” has the meaning given in section 2.3;

Renewal Period” any twelve (12) month renewal period of the subscription to use the Services following the Initial Subscription Term, or such other period as agreed by the parties in the applicable Order Form;

Services” the Services which are selected by you for purchase either through our online ordering page or by signing an Order Form for such Services, which may include one or all of the following: (i) Liveforce Standard Admin Subscriptions, (ii) Liveforce Premium Admin Subscriptions, (iii) Apps (e.g. Tasks App or messaging); and/or (iv) any other Services as made available by us from time to time, as further described in the Documentation;

Software” the online workforce management software applications provided by us as part of the Services;

Subscription Fees” the subscription fees payable by you to us for the Admin Subscriptions and App Subscriptions, as set out in the Order Form;

Subscription Term” the Initial Subscription Term and any subsequent Renewal Periods;

Support Services” the standard Support Services for the Services made available by us from time to time, including any applicable Software maintenance upgrades;

Taxes” includes without limitation withholding, sales, use, excise, value-added tax and similar taxes but shall not include taxes based on our gross income;

Virus” anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;

Workforce Services” means the Crew Services offered by Crew to you and provided to you by such Crew as independent contractors under a Crew Services Agreement;

“Your Data” the data and information you provide us, Admins, or us on your behalf for the purpose of using the Services or facilitating your use of the Services, or data collected and processed by or for you through your use of the Services, but excluding Liveforce Data; provided that such data shall not include any information or data which is entered and/or provided to Liveforce by Crew you invite to register to the Services and/or which register through the Registration Page which shall be subject to the separate agreement between Liveforce and the applicable Crew.