1. Definitions and interpretation

These terms are incorporated into and govern the Agreement between Enrichmycrm ("We", "Us" and "Our") and the customer identified ("You" and "Your"). This SaaS Agreement shall be interpreted in accordance with the provisions of Schedule 1.

2. Provision of the SaaS

During the Term, We shall:

              (a) ensure that the SaaS is enabled for You in live production use; and

3. Scope of authorised use

You shall not:

              (a) except as expressly permitted by this Agreement or the Statement of Work, permit any third party to access or use the SaaS or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);

              (b) copy, translate, modify, adapt or create derivative works from the SaaS;

              (c) create Internet links to the SaaS or frame or mirror any of Our Content on any other server or wireless or Internet- based device;

              (d) attempt to discover or gain access to the source code for the Software or reverse engineer, modify, decrypt, extract, disassemble or decompile the Software.

              (e) attempt to interfere with the proper working of the SaaS and, in particular, must not attempt to circumvent security, usage monitoring, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the SaaS or any associated website, computer system, server, router or any other internet-connected device;

              (f) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the SaaS (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in this Agreement;

              (g) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, the SaaS; or

              (h) use or launch any automated system, including, without limitation, "robots", "spiders" or offline readers that accesses the SaaS in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser(i) use any part of the SaaS to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;

              (j) probe, scan, or test the vulnerability of any network or website relating to the SaaS, nor breach the security or authentication measures on such network or website;

              (l) use the SaaS to:

              (i) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is (in Our reasonable opinion) defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, likely to incite violence or hatred, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all Applicable Laws or is otherwise objectionable or prohibited as set out in any acceptable use policy published on Our website from time to time;

              (ii) impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;

              (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Data transmitted through the SaaS; engage in any fraudulent activity or further any fraudulent purpose;

              (iv)Â provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;

              (v)Â "stalk" or otherwise harass another person;

              (vi)Â provide false identity information to gain access to or use the Software or SaaS; and/or

              (vii)Â attempt to gain unauthorised access to the Software or the SaaS or any related systems or networks 

4. Administrator, Authorised Users and Customers

5. Third party interactions

6. Fees, invoicing and payment

7. Warranties

You represent and warrant to us that:

              (a)Â You are authorised to enter into this Agreement and to receive the SaaS as contemplated by this Agreement;

              (b)Â You own all right, title, and interest in and to the Customer Data;

              (c)Â You have all the rights in the Customer Data necessary to grant the rights contemplated by this Agreement; and

We warrant that:

              (a) Â We have the right to enter into this Agreement and to provide the SaaS as contemplated by this Agreement and;

          

8. Intellectual Property

We and/or Our licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Our brands, trade marks and logos, the SaaS (including Our Content but excluding Customer Materials) and the Software. Except as expressly permitted by this Agreement, You may not use any of Our Intellectual Property Rights without Our prior written

9. Indemnities

If Your access or use, in accordance with the terms of this Agreement, of the SaaS is, or in Our reasonable opinion is likely to become, enjoined as a result of a claim for which We are obliged to indemnify You further to clause 9.1, then We shall, at Our sole option, and at Our own cost and expense, make all reasonable efforts, as soon as reasonably possible

              to:

              (a)Â procure for You the continuing right to access and use the SaaS (as the case may be), in accordance with this Agreement, without infringement; or

The indemnity in clause 9.1 shall be conditional upon:

              (a)Â You promptly notifying Us in writing of any claim in respect of which We are obliged under this agreement to indemnify and of which You have notice (an "Indemnified Claim");

              (b)Â You not admitting any liability or agreeing to any settlement or compromise of an Indemnified Claim without Our prior written consent;

              (c)Â Us being, at any time from notification in accordance with clause 9.3(a), at Our request, cost and expense, entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would involve any admission of fault or liability on Your part shall be entered into without Your prior written consent); and

You shall indemnify Us against all loss or damage that We incur or suffer however arising as a result of or in connection with:

              (a)Â any Customer Data or Our use and/or possession, in accordance with this Agreement, of any Customer Materials; and/or


             

10. Exclusions and limitations of liability

Nothing in this Agreement limits or excludes either party's liability:
(a)Â for death or personal injury caused by its negligence;
(b)Â for fraudulent misrepresentation or for any other fraudulent act or omission;

Subject to clause 10.1, We shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of:

              (a)Â any fault in Your systems that prevents the Software working in or with the Customer System;

              (b)Â Your failure to use the SaaS in accordance with its documentation or this Agreement;(c)Â use of consumables which We have informed You are inappropriate for use with the Software and/or the SaaS;

              (d)Â persistent refusal to allow Us access to the Software or relevant data for the purpose of Support;

              (e)Â any use of the SaaS except for its normal intended purpose;

              (f) any adaptation or modification of the Software and/or the SaaS, or integration or combination with any other equipment, software, product or material not supplied by Us, in each case carried out by anyone other than Our or without Our express written consent

              (g)Â any compliance by Us with any design, specification or instructions provided by You or on Your behalf;

              (h)Â any Customer Data and/or Customer Materials; or

11. Confidentiality

Subject to clause 11.2, each party shall:

              (a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement;

              (b) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;

              (c) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 11); and


             

12. Data protection

In relation to all "personal data" (as defined by the Data Protection Act 1998 ("DPA"), which also defines the terms "processing", "data controller" and "data processor") provided or disclosed to Us by or on behalf of You We:

              (a)Â acknowledge that, as between the parties, You are the data controller of such data, and that We are only acting on Your behalf as a data processor;

              (b)Â shall process such data only in accordance with Your instructions (which may be of a general or specific nature and include Our obligations under this Agreement);

              (c)Â shall operate appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such data and against accidental loss or


             

13. Term and termination

Either party may terminate this Agreement in respect of an agreement, at any time, by giving the other written notice if the other:

              (a)Â materially breaches any term of this Agreement in respect of a Statement of Work and it is not possible to remedy that breach;

              (b)Â materially breaches any term of this Agreement in respect of a Statement of Work and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or

Without prejudice to clause 13.1, We may, in addition, and without liability, terminate this Agreement, or alternatively, may suspend Your (or any or all Authorised Users') access to and use of any part of the SaaS or any Support, by giving You written notice, if:
(a)Â any invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment;
(b)Â You have (or any Authorised User has) misused any part of the SaaS;
(c)Â We have a reasonable belief that continued access to or use of the SaaS by You (or any Authorised User) poses a security risk to Us, to other Authorised Users or Our other customers;
(d)Â We have a reasonable belief that any registration data supplied by You is untrue, inaccurate, not current or incomplete;

              (e) any provision of clause 3.3 or the Policies is breached; and/or

13.4 If We suspend Your right to access or use any portion or all

              of the SaaS:

              (a) Your remain responsible for all fees and charges you have incurred through the date of suspension;

14. Consequences of termination

Upon termination of this Agreement for any reason:

              (a)Â You shall immediately cease to access, and discontinue all use of, the SaaS;

              (b)Â all amounts payable to Us by You shall become immediately due and owing. For the avoidance of doubt, no refund of fees paid in advance shall be due in respect of any unexpired portion of the then-current term; and

The termination of this Agreement for any reason will not

              affect:

              (a)Â any accrued rights or liabilities which either party may have by the time termination takes effect; or

15. Disputes


             

16. General

All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent to the address of the recipient set out in the Statement of Work or otherwise notified by the relevant party in accordance with this Agreement. Notices shall be sent by hand, by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom), and shall be treated as

              having been delivered:

              (a) if sent by hand, when delivered; and

Unless the parties expressly agree otherwise in writing, if a party:

              (a)Â fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Agreement or by law; or