General Terms

1 DEFINITIONS & INTERPRETATIONS

1.1 Words and expressions in these General Terms shall have the following meaning:

“Additional Fees” means one-off and non-standard fees payable by the Customer in respect of its receipt of set-up assistance, specialist training and any other ad-hoc services provided by Liveforce from time to time.

“Account” means the Customer’s registered account on the Liveforce Platform.

“Account Information” means the key information about the Customer’s Account, including Initial Period, Go Live Date, Services and Customer contact representative, and which is available to view within the admin functionality of the Account;

“Agreement” means collectively, these General Terms and any or other schedules or documentation communicated to you that apply to the Services.

“Applicable Law” means any applicable law, statute, bye law, regulation, order, Data Protection Laws, regulatory policy, guidance or industry code, rule of court or directive or requirement of any regulatory body, delegated or subordinate legislation or notice of any regulatory body from time to time and reference to “Applicable Laws” will be construed accordingly.

“Authorised Admin” means all users authorised by the Customer to access the Liveforce Platform.

“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK.

“Charges” means Service Fees and all other fees payable by the Customer for the Services.

“Confidential Information” means all information of a proprietary or confidential nature (whether or not stored in any permanent medium) and not publicly known which is owned by either party or which is used in or otherwise relates to the business, customers or financial or other affairs of a party.

“Crew” means an individual worker that the Customer has added to its Account in accordance with clause 3.

“Customer” means the organisation identified on the Account and any subsidiary or affiliate authorised by the organisation to order Products and Services under this Agreement.

“Customer Content” means any content, information, images, data and/or other materials which the Customer provides to Liveforce from time to time and which is to be used or processed, in or in connection with the provision of the Services and/or any Materials;

“Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data and privacy in the UK including the Data Protection Act 2018, the General Data Protection Regulation 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“GDPR”), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re- enacted or consolidated; and, (b) all retained EU law as defined in the European Union (Withdrawal) Act 2018 and any other future law relating to Personal Data that becomes applicable in the UK as amended from time to time to the extent applicable to the processing activities or obligations under or pursuant to this Agreement. The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processor” and “Processing”, shall have the meaning given to them in the Data Protection Laws.

“Go Live Date” means the date on which the Customers Account is activated, as confirmed by Liveforce.

“Initial Period” is the minimum committed period relating for the service package for which the Customer has subscribed which, unless otherwise agreed or set-out in the relevant service package, shall be 12 months commencing from the Go Live Date.

“Intellectual Property Rights” means patents, trademarks, internet domain names, service marks, registered designs, applications for registration of any of the foregoing, copyright, design rights, trade and business names, trade secrets and knowhow and any other similar protected rights in any country subsisting now or in the future.

“Jobs” means each individual job a Customer advertises in its Account.

“Liveforce Platform” means the environment provided to the Customer to allow them to advertise Jobs on their Account, interact Crew and receive Services and which is accessible by Customers via the Admin App and by Crew via the Crew App.

“Monthly Service Fees” means the monthly fees payable by the Customer for access and use of the Liveforce Platform and for the Services.

“Crew App” means the web app, iOS or Android application made available by Liveforce for Crew to use in conjunction with the Customer’s Account.

“Admin App” means the online system used by the Customer to create and maintain their Work Dashboard and receive the Services;

“Services” means, collectively, the provision of the Liveforce Platform, Admin App, and Crew App and any other associated services that Liveforce may agree with the Customer from time to time.

“Service Fees” means, collectively, the Monthly Service Fees and Additional Fees.

“Software” means, collectively, the Liveforce Platform, the Admin App, the Crew App and any other online or other software applications provided by Liveforce as part of the Services;

Interpretation

1.1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.

1.1.2 The Account Information, any schedules and/or side letters form part of the Agreement and shall have effect as if set out in full in the body of the Agreement and any reference to the Agreement includes the Account Information, schedules and any side letters. Words and expressions defined in these General Terms shall have the same meanings when used in each schedule and/or side letter and vice versa. Where there is a conflict between these General Terms and the terms of any other document then the following order of precedence shall apply: Side Letter, Schedule, and these General Terms.

1.1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; a reference to any party shall include that party’s personal representatives, successors or permitted assigns.

1.1.4 Words in the singular include the plural and vice versa; the masculine includes the feminine and vice versa.

1.1.5 Reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.1.7 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

2 ACCOUNT CREATION & POSTING JOBS

2.1 Access to the Liveforce Platform and use of the Services requires the creation of an Account and in accordance with this clause 2.

2.2 The Customer acknowledges that each Account is specific to one Customer and Customer agrees to not share or co-mingle accounts.

2.3 The Customer understands that the first Authorised Admin associated with its Account shall be regarded as an “Owner Admin” and be provided with an administrative-level account. That Owner Admin may then add further Authorised Admin as per the Customer’s wishes. In relation to the Authorised Admins, the Customer undertakes that each Authorised Admin shall maintain adequate security and confidentiality measures to keep secure any access to the Liveforce Platform and the Services and Liveforce shall have no liability in respect of damage caused to the Customer due to an Authorised User using inadequate passwords or failing to keep their account secure.

2.4 In respect of all Jobs posted by the Customer to their Account, the Customer warrants and agrees that:

2.4.1 it will provide an accurate and up-to-date description of its business where the Customer is a recruitment agency, will include a prominent notice of its status;

2.4.2 Detail of, or a link to, the Customer’s Privacy Notice which provides all relevant information as to the Customer’s collection, processing and storage of Crews’ Personal Data;

2.4.3 When posting Jobs, Customer warrants and agrees that:

2.4.4 it will only advertise genuine Jobs and that each such Job shall be included with a full description of at least the following:

2.4.4.1 the price or hourly rate of the Job and anticipated number of paid or voluntary hours;

2.4.4.2 the place of work, whether any travel will be required and whether such travel is expensed;

2.4.4.3 full details of all right to work, visa or background check requirements;

2.4.5 where the Customer is an agency, it shall include all necessary details of the end customer.

2.5 Customer warrants and agrees that all Jobs shall conform to Liveforce’s acceptable use policies, as amended from time to time. In particular, Customer understands and acknowledges that the following is prohibited

2.5.1.1 creating or supporting sexually explicit or pornographic content or offering any Jobs associated with the production of pornographic content, including erotic writing;

2.5.1.2 offering, requesting, engaging in, or in any way soliciting services from minors or which support activities that exploit children;

2.5.1.3 requesting services which involve data mining or scraping of information that the Customer does not have a right or licence to collect, including from the Liveforce Platform, Crew App or our website;

2.5.1.4 engaging in deceptive marketing, including the creation of fake content or identities to boost a product, individual, company, soliciting fake social media followers or writing fake product reviews;

2.5.1.5 copywriting services that would constitute an act of plagiarism;

2.5.1.6 engaging in activities which support the proliferation of false or intentionally deceptive news reports or fake content intended to mislead;

2.5.1.7 offering or requesting services that are illegal, unlawful, immoral or that violate law or regulation or which violates Liveforce’s terms of service;

2.5.1.8 offering or requesting work that could be harmful to another person or entity or that could pose a danger to the person performing the task;

2.5.1.9 creating multiple Jobs, or multiple version of the same Job, in a manner which would constitute spam. .

3 CREW PROFILES AND CREW ONBOARDING

3.1 All Jobs can be advertised on third-party platforms by the Customer sharing the applicable URL link to the Job.

3.2 In order to allow Crew to view and apply for Jobs within the Liveforce Platform be confirmed on Jobs, the Customer must first register Crew within their Account. Registration is either when an Authorised Admin invites Crew by entering their email address and/or the Customer allows Crew to register themselves.

3.3 Customer acknowledges that upon initiating an invite or by allowing Crew to apply to register, Liveforce will generate an email inviting Crew to download the Crew App and to consent to linking their information to the Customer’s Account.

3.4 The Customer is responsible for implementing its own contractual arrangements with a Crew and understands and agrees that having the correct contractual arrangements in place with the Crew is a prerequisite for onboarding the Crew onto its Account.

3.5 The Liveforce Platform provides Customers the ability to host profiles it has compiled of its Crew and compile key information about Crew they interact with. Customer acknowledges that the use of such functionality is entirely at the Customer’s own responsibility and risk.

3.6 Where Customer elects to provide feedback on a Crew’s profile, it understands that such feedback will be made available to other Authorised Admins within that Account. Customer understand and agrees that all feedback it provides presents the genuine and accurate opinion of the Customer. Liveforce reserves the right to review requests to remove feedback posted by Customers if the feedback is false, inaccurate or violates our acceptable use policies.

4 TIMESHEETS AND EXPENSES

4.1 Where Customer elects to utilise the Liveforce Platform’s functionality for Crew to log timesheets and expenses records, the terms of this clause 4 shall apply.

4.2 Crew timesheets will use the scheduled hours created by an Authorised Admin or the clock in/out times depending on how the Customer has their account set up. Timesheets can then be reviewed and edited after a Job is completed. These timesheets are used to compile payment reports and inform the Customer how much to pay Crew.

4.3 Crew will be provided with the ability to share their expenses records with the Customer through the Crew App via a photo upload function. Expenses need to be reviewed and approved by an Authorised Admin after a Job is finished and before they can be added to a payment report.

5 PRICING

5.1 Pricing and currency for the Services shall be at the list prices as communicated by Liveforce to the Customer from time to time.

5.2 Pricing in respect of the Monthly Service Fee shall be dependent on which pricing ‘tier’ the Customer fall under and shall be determined by the number of Crew and Authorised Admins added by the Customer to its Account, full details of which can be found at https://liveforce.co/pricing.

5.3 The Monthly Service Fee shall be charged on the Go Live Date, then monthly after that and shall continue for the Initial Period.

5.4 Where the Customer elects to trial the Services, Customer will automatically be charged at the end of the trial period unless the Customer has provided notice in accordance with clause 6.3 below.

5.5 Liveforce reserves the right to increase the Monthly Service Fee during the Initial Period where the Customer moves between pricing tiers.

5.6 Pricing for Additional Services shall be communicated to the Customer at the time of request and shall be valid for the period communicated by Liveforce.

6 COMMENCEMENT & SUBSCRIPTION TERM

6.1 An Agreement, incorporating these General Terms, shall come into force on the date the Customer creates their Account and shall remain in full force and effect for as long as the Account is in use or Services are being delivered.

6.2 The Services shall commence on the Go Live Date and shall continue as follows:

6.2.1 for the Initial Period and, thereafter, renew automatically for additional periods of twelve (12) months, unless terminated by either party giving to the other not less than 30 days’ notice expiring at the end of the Initial Period or an anniversary of the end of the Initial Period, such notice to be in writing, or within the billing settings page of your Account, or by support ticket delivered to [email protected];

6.2.2 unless terminated earlier in accordance with clause 19 or otherwise in accordance with the terms of the Agreement.

6.3 Trial Period. Where the Customer elects to trial the Services, the Go Live Date shall be the date on which the trial period commences. All trial periods are for 14 days unless otherwise extended by Liveforce in its sole discretion. Customers electing to discontinue their use of the Services beyond the trial period shall cancel their Account at the end of the trial period. Customers who fail to provide sufficient notice may be charged.

7 USE OF PRODUCTS & SERVICES

7.1 The Customer acknowledges that the Liveforce Platform and Services supplied pursuant to these terms shall be for commercial use only and are not for personal consumption or to be used in any non-commercial or consumer capacity.

7.2 Unless otherwise agreed by Liveforce, all Software and Services supplied pursuant to these terms shall be for the Customer’s own use and the Customer shall not sell, distribute, or otherwise make available the Software or Services to any other business.

7.3 The Services, and in particular the Liveforce Platform, are to be used exclusively for the management of the Customer’s workforce and shall not be used in conjunction with any other platform not supported by Liveforce or its partners.

7.4 The Services and, in particular Additional Services, supplied by Liveforce are subject to availability and change. Liveforce reserves the right to alter or modify the Software and Services from time to time provided such alteration or modification does not materially affect the functionality or performance of the Services.

7.5 The Customer acknowledges that Liveforce utilises certain third-party solutions and providers to provide elements of the Software and Services.

8 ACCESS TO THE LIVEFORCE PLATFORM & SERVICE AVAILABILITY

8.1 Subject to these terms and in exchange for the Customer paying the Service Fees, Liveforce grants to the Customer a non-exclusive, non-transferable, sublicensable permit to the Customer and its Authorised Admins to use the Services and in particular the Liveforce Platform, for the sole purpose of enabling the Customer to receive the Services.

8.2 Liveforce shall use reasonable endeavours to ensure that:

8.2.1 the Services and the Liveforce Platform are accessible by the Customer; and

8.2.2 the Customer’s access to and use of the Services functions effectively, subject to routine and emergency maintenance, repairs, configurations or upgrades.

8.3 Liveforce shall have no liability to the Customer in respect of the Customer inability to access the Software, or errors in the functioning of the Services, which are attributable to: operator error; the provision of incorrect information by the Customer; power or internet failure, malicious interference or any other downtime or outage caused by any subcontractor; or, any other cause outside of Liveforce’s reasonable control.

8.4 Liveforce reserves the right to update the Liveforce Platform, Admin App or Crew App, and any underlying or associated software from time to time but will ensure backwards compatibility where appropriate.

8.5 Liveforce shall have no liability if the Customer and/or Authorised Admins downloads other third-party applications, software or OS updates on their device, which subsequently affects the correct operation of the Liveforce Platform or any other software supplied by Liveforce.

8.6 Liveforce shall be entitled to suspend access to the Services:

8.6.1 pursuant to clause 13.7.2 for the Customer’s failure to pay its Charges by their due date;

8.6.2 on reasonable notice to the Customer, for such period as may be reasonably required for maintenance, repairs or improvements; and

8.6.3 without prior notice to the Customer, for exceptional operational reasons (for example, total failure of the mobile network infrastructure).

9 SUPPORT AND MAINTENANCE

9.1 For queries relating to the purchase of Services, or about the Customer’s Agreement, the Customer shall nominate a contact to consolidate the Customer’s queries regarding the same, which unless otherwise communicated shall be the Authorised Admin who first created the Customer’s Account. Liveforce shall not be under any obligation to respond to support queries raised by representatives other than the Customer’s nominated primary support contact.

9.2 In respect of queries relating to the provision of the Services, access to the Liveforce Platform or any technical issues, Liveforce will provide the Customer with access to the Liveforce support team which is manned during Liveforce’s business hours (9.00am to 6.00pm, Monday to Friday, UK time, unless otherwise notified by Liveforce from time to time) to which the Customer shall direct all Services queries. The Liveforce support team can be contacted via the support chat tool once logged into their Account or via email: [email protected]. Customer acknowledges that the Liveforce support team is only to be used for queries relating to troubleshooting and guidance relating to the Customer’s use of the Liveforce Platform and the Services, and general enquiries.

9.3 Liveforce will promptly acknowledge receipt of any problems with the Services notified by the Customer and respond as soon as reasonably practicable with any corrective action, having first investigated the reported problem. Liveforce shall use reasonable endeavours when troubleshooting the Customer’s issues, taking into account the severity level of the problem.

9.4 If Liveforce is of the opinion that it cannot resolve the problem or provide a workaround, Liveforce shall notify the Customer and provided the failure substantially hinders or prevents the Customer from using a material part of the functionality of the Services.

10 USE OF THE SERVICES

10.1 The Customer shall provide Liveforce with such information, support and other assistance as may be reasonably required by Liveforce in its provision of the Services.

10.2 The Customer understands and acknowledges that it is responsible for the administration of its own Account. Liveforce training can be undertaken via the Online Training Academy (https://academy.liveforce.co) at the Customer’s discretion.

10.3 The Customer shall, and shall procure that each Authorised Admin shall:

10.3.1 generally observe and comply with all Applicable Laws, including the Data Protection Laws and the reasonable directions of Liveforce;

10.3.2 not use the Software or Services for the purposes of offering paid services to third-parties;

10.3.3 not use the Services for any improper, immoral, fraudulent or unlawful purposes or for the sending of any communication which is of an offensive, abusive, indecent, obscene or menacing nature;

10.3.4 not cause any nuisance, annoyance or inconvenience to any third party by any use or misuse of the Services;

10.3.5 not act in any way, whether knowingly or otherwise, which will impair the operation of all or part of the Services;

10.3.6 not be involved in or knowingly, recklessly or negligently permit or allow any other party to be involved in any fraudulent or other unauthorised use or attempted use of the Services by corrupt or dishonest or illegal means at any time and shall notify Liveforce immediately upon the Customer or the Authorised Admins (as the case may be) becoming aware of or suspecting such activity;

10.3.7 only use the Software and Services for its own use and not resell or otherwise distribute the Software and/or Services to any third-party; and,

10.3.8 not copy, adapt, reverse engineer, decompile, disassemble or modify any software in whole or in part.

10.4 The Customer shall indemnify Liveforce and keep Liveforce indemnified and hold Liveforce harmless against any and all damages, losses and costs and expenses that may be incurred by Liveforce in respect of failure by the Customer or the Customer’s Authorised Admins to comply with the provisions of clause 10.3, whether by reason of negligence or otherwise.

11 DATA PROTECTION

11.1 Each party shall comply with its obligations under the Data Protection Laws in its role, as applicable, as Controller or Processor.

11.2 In that regard and save as otherwise provided in clause 11.3 below, Customer understands and acknowledges that it is a Controller and that Liveforce is a Processor.

11.3 The parties agree that for the purposes of device data and technical data of Crew collected and processed via the Liveforce Platform, Liveforce shall be a Controller.

11.4 The Customer undertakes and warrants that it will at all times use the Software and the Services in full compliance with the Data Protection Laws and shall comply with all reasonable instructions issued by Liveforce staff pertaining to the use of such Software and Services.

11.5 The Customer shall ensure that it communicates to all Authorised Admins and Crew how their Personal Data will be used and processed by Liveforce. Where, in the Customer’s opinion as Controller, consent of the Crew is required in order for Liveforce to use and process their Personal Data to provide the Services, Customer warrants that it has obtained such consent and, where requested, will supply evidence in respect of the same to Liveforce.

11.6 Where Liveforce acts as Controller, all data processed and/or retained by Liveforce shall be in accordance with Liveforce’s Privacy Notice, as amended from time to time, the latest version of which is available here. It is the Customer’s responsibility to ensure that the Liveforce Privacy Notice is appropriately communicated to all Authorised Admins and Crew.

11.7 Liveforce shall ensure that access to the Customer’s Personal Data is afforded only to those employees who may be required to assist Liveforce in meeting its obligations under the Agreement. Liveforce shall procure that such employees are obliged to keep the Personal Data confidential and have been provided with appropriate training to ensure Personal Data is handled in accordance with the Data Protection Laws.

11.8 Without prejudice to the generality of clause 11.1, in its capacity of Processor Liveforce shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement:

a. process Personal Data only on the written instructions of the Customer unless Liveforce is required by the Data Protection Laws or Applicable Law;

b. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful alteration, disclosure, access to, unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of its technical and organisational measures);

c. ensure that all personnel who have access to Personal Data are obliged to keep the Personal Data confidential;

d. not transfer any Personal Data outside the European Economic Area or the UK, unless an adequate data transfer mechanism is in place;

e. provide reasonable assistance to the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f. notify the Customer, as soon as possible of becoming aware, of any request made by a Data Subject to access the Personal Data and shall at all times cooperate with and provide the Customer with any assistance it may require in order to execute the Customer’s obligations under the Data Protection Laws;

g. notify the Customer without undue delay, and in any event within 48 hours of Liveforce becoming aware of a notifiable Personal Data breach. To the extent that Liveforce has access to such information at the time of the notification, such notification shall: (i) describe the nature of the breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (ii) describe the likely consequences of the breach; and (iii) describe the measures proposed to be taken by Liveforce to address the breach, including, where appropriate, measures to mitigate its possible adverse effects. Where it is not possible to provide such information at the time of notification, the information may be provided at a later time but in any event as soon as reasonably practicable;

h. Liveforce shall inform the Customer if compliance with any instruction of the Customer would infringe the Data Protection Laws or any law;

i. maintain complete and accurate records to demonstrate its compliance with the Agreement and, on request by the Customer, provide such records and information to the Customer. On reasonable advance notice, Liveforce shall allow for the audit of its records and processes, such audits to occur no more than once per twelve-month period;

j. Liveforce may appoint third-party processors (a “Sub-Processor”) to carry out specific processing activities on any Personal Data under the Agreement. Liveforce shall procure that any Sub-Processing is carried out in full compliance with this clause 11, and more generally the terms of the Agreement. As between the Customer and Liveforce, Liveforce shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this clause.

11.9 Each party shall indemnify the other against all losses, damages and liabilities (including reasonable legal costs) which may be suffered or incurred as a result of, or in connection with, any prosecution, civil or other action under the Data Protection Laws relating to any breach of obligations imposed by the Data Protection Laws or this clause which is attributable to that party’s act or default.

11.10 Nothing in the Agreement shall relieve either party of their respective direct responsibilities and liabilities under the Data Protection Laws.

11.11 The rights and obligations set out in this clause 11 shall survive and continue after the expiry or termination of the Agreement.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 The Customer acknowledges that the Intellectual Property Rights in the Liveforce Platform, Crew App, the Services, Documentation, Software (modifications thereof), guidance materials, handbooks, training materials, and any other materials bearing Liveforce branding shall remain the property of Liveforce and/or its licensors.

12.2 Subject to receipt by Liveforce of all sums due to it under the Agreement as they fall due, Liveforce grants to the Customer a non-exclusive, non-transferable, royalty-free licence to use such Intellectual Property Rights only to the extent necessary for the Customer to use the Software and Services.

12.3 Liveforce warrants that the receipt of the Intellectual Property Rights for use in conjunction with the Services shall not infringe the Intellectual Property Rights of any third parties. Subject to the Customer at all times using the Software and Services in compliance with all Applicable Laws and the terms of the Agreement, Liveforce shall indemnity the Customer and hold its harmless against any direct liabilities, costs, expense, damages and losses (including reasonable legal costs) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights.

12.4 The Customer warrants that the receipt of any documentation, materials and/or data for use in the performance of the Agreement by Liveforce, its agents, subcontractors or consultants shall not infringe the Intellectual Property Rights of any third party. The Customer shall indemnify Liveforce and hold it, its agents, subcontractors or consultants, harmless against any direct liabilities, costs, expense, damages and losses (including reasonable legal costs) suffered or incurred by Liveforce arising out of or in connection with any claim brought against Liveforce for actual or alleged infringement of a third party’s Intellectual Property Rights.

13 CHARGES AND PAYMENT

13.1 All Charges in respect of the provision of the Services shall be set out in the Account Information, pricing information is available https://liveforce.co/pricing .

13.2 In respect of the Monthly Service Fees, unless otherwise agreed by Liveforce, Liveforce shall invoice the Customer monthly in advance by electronic means to the Customer’s nominated email address. Billing in respect of the Service Fees shall be conducted in monthly cycles save that in respect of any subsequent orders made by the Customer during a given month.

13.3 Where Customer has provided card payment information, the Customer authorises Liveforce to charge their card at the commencement of each monthly cycle.

13.4 Where Customer elects to pay via Direct Debit, Liveforce shall charge the Customer on the days and intervals set out in the Direct Debit mandate.

13.5 All invoices issued by Liveforce are payable no later than 7 days from the invoice date.

13.6 All Charges are exclusive of value added tax, and any other applicable local taxes, which will be charged to the Customer at the prevailing rates.

13.7 If the Customer fails to pay invoices by their due date, Liveforce may, without prejudice to any other rights and remedies:

13.7.1 charge the Customer interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or

13.7.2 suspend its provision of the Services, subject to first sending a written notice of suspension providing the Customer 7 days to make good its account default.

13.8 Liveforce reserves the right to make annual increases to the Charges as from the first anniversary of the Go Live Date or thereafter.

14 CONFIDENTIALITY

14.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).

14.2 In relation to a Party’s Confidential Information (the Disclosing Party), the other Party receiving said Confidential Information (the Receiving Party) shall:

14.2.1 treat as confidential all Confidential Information of the Disclosing Party supplied under this agreement;

14.2.2 not divulge any such Confidential Information to any person except to its own employees, agents and subcontractors, and then only to those who need to know it for the Permitted Purposes and where a written obligation of confidentiality is in place.

14.3 The restrictions imposed by this clause shall not apply to the disclosure of any Confidential Information that:

14.3.1 is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause;

14.3.2 before any negotiations or discussions leading to this agreement was already known by the Receiving Party and was obtained or acquired in circumstances under which the Receiving Party was not bound by any form of confidentiality obligation; and

14.3.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).

14.4 This clause shall remain in full force and effect in the event of any termination of this agreement.

15 WARRANTIES

15.1 With respect to the provision of the Services, subject to clause 15.2 and 15.3, Liveforce warrants that the Software and the Services will be provided with reasonable skill and care.

15.2 Where the Customer believes an aspect of the Software and/or Services are defective it shall:

15.2.1 give written notice of the defect to Liveforce within 14 days of the time when the Customer discovers or ought to have discovered the defect; and

15.2.2 Liveforce shall be given a reasonable opportunity after receiving notice, to investigate the Customer’s reported defect.

15.3 If Liveforce determined that it has breach the warranty in clause 15.1, Liveforce sole liability shall be, at its sole discretion, to:

15.3.1 remedy the breach within a reasonable time and without charge to the Customer; or

15.3.2 refund to the Customer such proportion of the Charges as shall correspond to the period during which the breach took place.

15.4 Liveforce shall not be obligated to provide a remedy under clause 15.3:

15.4.1 to the extent that the Customer has not provided sufficient notice pursuant to clause 15.2.1;

15.4.2 if the defect arises because the Customer failed to follow Liveforce oral or written instructions as to the use of the Services;

15.4.3 the Customer was using the Software and/or Service in an improper manner or in conjunction with any third-party software or service not supported by Liveforce;

15.4.4 the Customer attempts an unauthorised repair, service, change, or the installation of third-party software without the written consent of Liveforce.

15.5 If Liveforce complies with its obligations under clause, it shall have no further liability for any breach of the warranty in clause 15.1.

15.6 No warranty is made regarding the results of usage of the services or that the services will meet the Customer’s requirements or that the services will operate uninterrupted or error free.

15.7 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SOFTWARE AND SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE FOREGOING LIMITED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY: (A) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE USE OF PERFORMANCE OF THE SOFTWARE; (C) THAT THE SOFTWARE OR SERVICES PROVIDED HEREUNDER MAY NOT BE BYPASSED; (D) THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. CORRECTION OF THE NON-CONFORMITIES IN THE MANNER PROVIDED ABOVE SHALL CONSTITUTE FULFILMENT OF ALL OBLIGATIONS OF LIVEFORCE WITH RESPECT TO OR ARISING OUT OF THE SOFTWARE AND SERVICES, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE.

16 LIMITATION OF LIABILITY

16.1 The following provisions set out the entire financial liability the parties (including any liability for the acts or omissions of its employees, agents and sub-contractors) in respect of:

16.1.1 any breach of the Agreement; and

16.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

16.2 Nothing in the Agreement excludes or limits liability for death or personal injury caused by a party’s negligence or for fraudulent misrepresentation.

16.3 Subject to clause 16.2, Liveforce shall not be liable to the Customer for:

16.3.1 any indirect, consequential, special or punitive loss, damage, costs and expenses; loss of profit; loss of revenue; loss of anticipated savings; loss of business; loss of reputation; depletion of goodwill; or

16.3.2 loss, damage, injury or death resulting from the misuse of the Service.

16.4 Subject to clauses 16.2 and 16.3, Liveforce’s total liability to the Customer under or connected with the Agreement shall be limited to the total Charges payable by the Customer in the last 12-months.

17 TERMINATION

17.1 The Agreement may be terminated forthwith:

17.1.1 by Liveforce, if the Customer fails to make any payment on the due date and payment has not subsequently been made within 30 days of a written request for the same;

17.1.2 by either party, if the other party commits any material breach of any term of the Agreement (other than one falling within clause 17.1.1) and which (in the case of a breach capable of being remedied) has not been remedied within 30 days of a written request to remedy the same;

17.1.3 by either party, if the other party is made insolvent, or if an order is made or a resolution is passed for the winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder, or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up order or the other party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.

17.2 Upon termination of the Agreement:

17.2.1 by Liveforce, all Charges that would have been payable to Liveforce under the Agreement but for such termination shall immediately become payable together with an administration charge equivalent to one month’s Charges;

17.2.2 by the Customer, all outstanding Charges for Services duly rendered up to the date of termination shall immediately become payable.

17.3 Any termination of the Agreement shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law or any accrued rights or liabilities of either party or the coming into or continuance in force of any term of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

18 GENERAL

18.1 Entire Agreement. The Agreement, including these General Terms, the Account Information, and any side letters or schedules, comprises the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements written or oral.

18.2 Force Majeure. Neither party shall be liable to the other by reason of any delay or failure to perform its obligations (other than a payment obligation) under these conditions or for any resulting loss or damage caused if such delay or failure is due to any circumstances beyond the reasonable control of that party including strike, lockout or other industrial dispute, fire, flood, earthquake or other elements of nature, acts of God, acts of war (whether or not war is declared), riots, civil disturbance, acts of terrorism, regulations, orders or requisitions of any Government.

18.3 Notices. Any notice or other written communication given under or in connection with these conditions shall be in writing addressed to the other party at its registered office or principal place of business.

18.4 No Waiver. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Agreement shall not prevent the exercise of that or any other right.

18.5 Survival. Any clause or provision of the Agreement, which by its nature is intended to survive termination or expiration, shall survive termination or expiration of the Agreement.

18.6 Anti-bribery. Both parties shall comply with all applicable laws, statues and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010.

18.7 Severability. If any part of the Agreement is deemed illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. Where such modification is not possible, that part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.

18.8 Assignment. The Customer may not assign or transfer any benefit, interest or obligation under the Agreement.

18.9 Updates to our Terms. We reserve the right to make changes to our terms at any time and without notice to your. Where we make clerical changes or amendments intended to enhance our Services or clarify existing provisions, those amendments shall take effect once posted to our website. Where we make substantial or material changes to our terms those changes will take effect on expiry of our current Initial Period (or renewal period).

18.10 Third Party Rights. No person that is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 in respect of the Agreement.

18.11 Marketing and References. The Customer provides their consent to allow Liveforce to use reference to the Customer’s use of the Services in marketing materials and case studies.

18.12 Choice of Law and Jurisdiction. The Agreement shall be governed by, and construed in accordance with, the laws of England & Wales, without regard to conflict of law provisions. The parties submit to the exclusive jurisdiction of the English courts in respect of all claims, disputes and other matters arising out of, or relating to, the Agreement.