SaaS Terms and Conditions

We are ITSM Ltd, a company incorporated in England and Wales with company number 17339600 and registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF (“we”, “our” or “us”). We supply software-as-a-service products, each under its own brand. Each product is a Service, and each Service has its own Service Schedule, which identifies it and says what it is, what it costs and how it is supported.

These terms and conditions (Terms) govern each Service whose Service Schedule refers to them, and each subscription you buy for a Service (a Subscription). Read them with the Service Schedule for the Service you use. Please read them carefully before you proceed.

You can cancel a Subscription at any time, by writing to us or, except where the Service Schedule says otherwise, from the billing settings in the Service; it then runs to the end of the period paid for and does not renew. Cancelling deletes nothing: your Records stay, and clause 15.4 says how you can still read and export them.

In short

This summary is here to help you read the rest. It is not part of these Terms and does not change them — where the summary and the clauses differ, the clauses apply.

• These Terms, the Service Schedule for your Service and the AUP make up the agreement, and where they differ these Terms prevail (clause 2). We sell to you directly, however you pay, and add no VAT because we are not registered for it (clause 8).
• The Service is for organisations and businesses, not consumers (clause 3). Your data is stored in the United Kingdom unless the Service Schedule says otherwise, and the providers listed in the annex to the Privacy Policy for your Service may process some of it elsewhere (clause 5.5).
• You can set up an Organisation and use the features the Service Schedule lists without paying, with no time limit; everything else needs a Subscription or a one-off purchase (clause 5.3).
• You own your Records. We are your processor for them, we do not train AI on them, and we do not use them for purposes of our own (clause 11).
• Pay in advance; cancel any time for the end of the period (clause 15.1). If a payment is missed, nothing pauses for at least 10 Business Days after our notice, and reading your Records, and exporting what you have paid for, never pause (clause 8.4). We give 30 days' written notice of any change to these documents (clause 19). A price change never reaches a period already invoiced or paid for, and reaches an annual plan only at a renewal at least 60 days away — except that changing the quantity of a Subscription re-prices all of it at the Fees then current (clause 8.3).
• Ending a Subscription deletes nothing. An Organisation is deleted only when you ask us in writing, or if we stop providing the Service (clauses 15.1 and 15.4).
• What we owe you is capped at the greater of £1,000 and the Fees you paid for that Service in the previous 12 months — clause 13 has the detail and the exceptions.

1. Reading and accepting these Terms

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

(b) These Terms are accepted by ticking the box on the acceptance screen the Service shows. The Service asks a person to accept them before they create their first Organisation or, if they already belong to an Organisation as a member, straight after they become an Owner, including by creating an Organisation, and before they can use the Service further. By accepting, that person agrees to be bound by these Terms on behalf of the person or body for which they create an Organisation, and these Terms then form a binding contractual agreement between us and that person or body (the “Client”, “you” or “your”), as clauses 3 and 20.7 describe. The same acceptance binds, in the same way, each Client for which that person later creates an Organisation. A person who becomes an Owner of an Organisation someone else created is asked to accept these Terms in the same way, unless they have already accepted the current version.

(c) We may change these Terms and the other documents in clause 2 only as clause 19 provides (clause 19(c) lists the small number of other clauses under which specific things — Fees, functionality and your own changes to a Subscription — are adjusted). We will not change them in any other way.

2. The agreement, and which document wins

(a) Your agreement with us (this agreement) is made up of:

• (i) these Terms;
• (ii) the Service Schedule for each Service you use, which identifies the Service and the brand it is supplied under, and states its Plans and prices, the ways it may be paid for, its refund terms, what may be used without a Subscription, its support arrangements, where its data is held and how it is backed up, how our personnel reach it, the records it will not let you delete one at a time, its export formats, the emails it sends, its Data Processing Particulars, and any other particulars of that Service; and
• (iii) the AUP, which applies to each User personally.

(b) Our Privacy Policy and Cookie Policy form part of this agreement only so far as these Terms rely on them for how we handle Client Data. These Terms rely only on the list of sub-processors and the security measures in the annex to the Privacy Policy for your Service, so no part of the Cookie Policy forms part of this agreement. Otherwise they are notices we give to each individual, not terms anyone agrees to.

(c) Where there is any inconsistency between the documents that make up this agreement, they prevail in this order: first the clauses of these Terms, then the Service Schedule, then the AUP. A Service Schedule governs only the matters that a clause of these Terms expressly leaves to it, and nothing in a Service Schedule disapplies or varies a clause of these Terms. Our Website Terms of Use are not part of this agreement: they govern the public pages of the Website, and on anything this agreement covers, this agreement prevails over them.

(d) If you use more than one Service, a separate agreement on these Terms arises for each, read with that Service's own Service Schedule.

3. Eligibility

(a) The Service is offered for business use only: to organisations — companies, charities, religious bodies, public authorities, clubs and associations — and to businesses, sole traders included, for the purposes of their organisation or business. It is not offered to consumers for personal or household purposes, and we do not market it to them.

(b) By accepting these Terms, you represent and warrant that:

• (i) you are taking the Service wholly or mainly for purposes relating to your trade, business, craft or profession, or for the organisational, charitable or public purposes of your organisation, and not as a consumer;
• (ii) you have the legal capacity, and the person accepting these Terms for you has the authority, to enter into a binding contract with us; and
• (iii) anyone who pays us for you, by card or against an invoice, is authorised by you to do so and to use the payment method they use.

(c) The confirmation in clause 3(b)(i) is part of the single tick by which these Terms are accepted, and it is held only as that person's record of accepting them: we collect no separate declaration. That record is evidence, not a determination. Whether a person deals as a consumer is decided objectively on the facts under section 2(3) of the Consumer Rights Act 2015, and neither the confirmation nor this clause can change that. If it turns out that you did deal as a consumer, your statutory rights apply in full and nothing in this agreement limits them.

(d) The Service is not intended for use by any person under 18 years old, or by any person who has previously been suspended or prohibited from using it. By using the Service you represent and warrant that every User you admit to your Organisation is over 18. Please do not access the Service if you are under 18 or have previously been suspended or prohibited from using it.

(e) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity, or a body of the kind clause 3(f) describes, then “you” or “your” means that entity or body and you are binding it to this agreement. If you are accepting this agreement and using the Service on behalf of such an entity or body, you represent and warrant that you are authorised to do so.

(f) (Clients without legal personality) Where the Client is an unincorporated association or another body that is not a legal person in its own right — a management committee, a club or a congregation, for example — this agreement is made with the members of its governing committee or other governing body for the time being, acting for that body, through the person who accepts these Terms on its behalf. It continues with that body's governing members for the time being as they change, without any further step. The body's obligations under this agreement, including paying Fees, are met from the body's own funds and property, and clause 20.5 says how far its members are liable.

(g) (Territory) A Service is sold only to a Client whose billing address is in the territory its Service Schedule states, and a purchase is refused until the Organisation has a billing address there.

4. Duration and renewal

(a) For each Client, this agreement commences when its Organisation has been created in the Service and the person who created it has accepted these Terms under clause 1(b), whether they accepted before creating it or, where clause 1(b) provides, straight afterwards. It continues until it is terminated under clause 15, or until that Organisation is deleted under clause 15.1(b) or 15.1(d) (the Term). The Term does not end merely because a Subscription does: ending a Subscription ends what it pays for, and clause 15.4 says what you keep.

(b) Each Subscription starts when it is first paid for — or, where it is bought against a purchase order, on the date of its first invoice, subject to clause 8.4(h) — and runs for its Subscription Period. Subject to clause 4(c), on expiry of its Subscription Period it renews automatically for successive periods, each of the length chosen when the Subscription was bought (each a Renewal Period), including where the Service Schedule provides a different first period.

(c) A Subscription does not renew at the end of its Subscription Period or a Renewal Period (the Renewal Date) if it is cancelled before the Renewal Date under clause 15.1, if it ends under clause 8.4(f), or as the Service Schedule allows.

(d) A one-off purchase is paid for once. It has no Subscription Period and does not renew, and clauses 4(b), 4(c), 8.2 and 15.1(a) do not apply to it; what it gives you continues for the Term, as the Service Schedule describes.

5. The Service

5.1 Scope of your Subscription

(a) We will provide you, to the extent your Subscriptions and one-off purchases cover and, without them, to the extent clause 5.3 allows, the Software, Templates and Support for your Service (together, for that Service, the Service).

(b) What each Plan and each one-off purchase covers, and what may be used without either, is stated in the Service Schedule, or as otherwise agreed with you in writing.

(c) We will provide the Service in accordance with applicable law and with reasonable skill and care.

5.2 Changes to the Service, Organisations and Accounts

(a) (Enhancements) We may from time to time, in our discretion, install enhancements to the Service, meaning any upgraded, improved, modified or new versions of it. The Service operates on a single, common codebase for all of its customers, and we do not offer bespoke, Client-specific software development as part of the Service. A change that removes or materially reduces the contracted functionality of a Plan or of a one-off purchase is a change to this agreement and clause 19 applies to it.

(b) (Organisations and Accounts) Each person uses the Service through their own Account, which must not be shared. A person who creates an Organisation becomes its first Owner. An Owner may invite other people by email, choosing for each whether they join as an Owner or as a member and, where the Service offers it, whether they have access to the whole Organisation or only to part of it; an invitation can be accepted only by someone signed in with the address it was sent to. The Client is bound by purchases, changes to the quantity of a Subscription, cancellations, renewal purchase orders and changes to the billing address made in the Service, or under clause 15.1(a), by an Owner or by a member with access to the whole Organisation.

5.3 Use without a Subscription

(a) An Organisation may be created, and the features the Service Schedule lists as available without payment may be used in it, without any Subscription or one-off purchase, and for as long as the Organisation exists.

(b) Everything else a Service offers needs a Subscription or a one-off purchase that covers it, as the Service Schedule states.

(c) We do not delete an Organisation, or anything in it, because it is unused or because nothing has been bought for it.

5.4 Licence

During the Term, we grant you a non-exclusive, non-transferable licence to use the Service and Documentation, and to provide access to the Service to your Users, to the extent your Subscriptions and one-off purchases cover from time to time and, without them, to the extent clause 5.3 allows. Whether or not any Subscription is live, the licence always covers reading and downloading your Records, and exporting them as clause 15.4 describes. Your licence to the documents the Service generates for you is in clause 9.2(e).

5.5 Hosting and where your data lives

We store Client Data using third-party hosting services selected by us, subject to the following:

(a) (hosting location) We store Client Data in the United Kingdom, unless the Service Schedule for your Service states otherwise. We may use third-party services located in the United Kingdom or the European Economic Area for hosting, transmission, email delivery, error reporting, payment processing and the other functions identified for your Service in the annex to the Privacy Policy, and may use services located elsewhere where clause 11.3(d) is satisfied. The current list of those services is in that annex.

(b) (service quality) While we will use reasonable care in selecting hosting providers, we do not guarantee that hosting will be free from errors or defects, or that Client Data will be accessible or available at all times.

(c) (security) We will maintain the technical and organisational measures described in clause 11.4 to protect Client Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. We are not liable for loss of or damage to Client Data to the extent it is caused by you or your Users, by software or systems outside our control — which do not include our sub-processors, for whose performance clause 11.5(d) makes us liable — or by an event those measures could not reasonably be expected to prevent. Liability for loss of Client Data is otherwise subject to clause 13.

(d) (backups) Client Data is backed up as the Service Schedule for your Service describes. We do not guarantee that any particular item of Client Data can be recovered from a backup, and you remain responsible for keeping your own copies of anything you need — the exports in clause 15.4 are the way to do that.

5.6 Support

(a) We will provide standard support to you during the Term for general queries relating to the use of the Software (Support). How Support is requested and delivered for your Service, and what personal data moves into our support systems, is described in the Service Schedule.

(b) You acknowledge and agree that:

• (i) unless the Service Schedule states otherwise, we do not offer guaranteed response or resolution times for Support requests and there is no service level agreement under this agreement;
• (ii) we will take reasonable steps to provide Support where necessary during the Term;
• (iii) you must first try to resolve issues internally, and we will not assist with issues that are beyond our reasonable control; and
• (iv) you are responsible for your own internal administration and access management, including keeping your Users' sign-in methods, such as their email accounts, secure and available, and helping your Personnel access and use the Software.

5.7 Subcontracting

We may subcontract any aspect of providing the Service, and you consent to that subcontracting. Where a subcontractor processes Personal Data, clause 11.5 applies to it as a sub-processor.

6. Your obligations

6.1 General

You:

• (a) must provide us with all documentation, information and assistance we reasonably require to provide the Service;
• (b) must provide us with access to your Personnel to the extent required to provide the Software and perform Support; and
• (c) agree that you will not, by receiving or requesting the Service, breach any applicable laws, rules or regulations (including any applicable privacy laws), infringe the Intellectual Property Rights or other rights of any third party, or breach any duty of confidentiality.

6.2 Users and the AUP

(a) You must, and must ensure that all Users:

• (i) comply with this agreement at all times, and accept and comply with the AUP; and
• (ii) notify us without delay whenever you or a User becomes aware of any breach of this clause 6, or of any illegal or unauthorised use of the Service.

(b) You acknowledge and agree that we will have no liability to you for any act of a User, or for damage, loss or expense suffered by a User in connection with the use of the Service, and that you will indemnify us for any such damage, loss or expense, except, in each case, to the extent it is caused by our breach of this agreement or of the AUP, or by our negligence. What we owe a User personally is governed by the AUP, as clause 13(b) explains.

6.3 Use of the Service

You must not, and must not encourage or permit any User or any third party to, without our prior written approval or, where clause 5.1 of the AUP applies, your Organisation's approval:

• (a) record special category personal data, or personal data relating to criminal convictions and offences (including alleged offences) or related security measures, in the Software beyond what your own purposes require, or without having identified — and being able to demonstrate — the lawful basis for doing so that clause 11.2(f)(i) describes; no approval under this clause 6.3 permits either, or dispenses with that basis (and clause 11.2(f) applies to any such data);
• (b) upload any harmful, discriminatory, defamatory, maliciously false, offensive, explicit, inappropriate, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software — which does not prevent a factual record of an incident, including what was said or done, made for your own purposes;
• (c) upload any material owned or copyrighted by a third party without the rights to do so;
• (d) make copies of the Documentation or the Service, other than copies of the documents the Service generates for you, which clause 9.2(e) permits;
• (e) adapt, modify or tamper in any way with the Service, other than adapting the documents the Service generates for you, as clause 9.2(e) permits;
• (f) remove or alter any copyright, trade mark or other notice on or forming part of the Service or Documentation;
• (g) create derivative works from, translate or reproduce the Service or Documentation, other than as clause 9.2(e) permits for the documents the Service generates for you;
• (h) publish or otherwise communicate the Service or Documentation to the public, including by making it available online or sharing it with third parties, other than publishing or sharing the documents the Service generates for you as clause 9.2(e) permits;
• (i) sell, loan, transfer, sub-license, hire or otherwise dispose of the Service or Documentation to any third party, other than sharing or publishing the documents the Service generates for you as clause 9.2(e) permits;
• (j) decompile or reverse engineer the Service or any part of it, or otherwise attempt to derive its source code;
• (k) attempt to circumvent any technological protection mechanism or other security feature of the Service, except where you do so in good faith, without accessing or altering anyone else's data, without degrading the service for others, and where you report what you find to us promptly and privately;
• (l) permit any person other than a User to use or access your Organisation in the Service, or the Documentation;
• (m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Service, or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Service;
• (n) let any other person use an Account, or forward a sign-in link sent to one — any use of an Account by another person is strictly prohibited, and you must immediately notify us of any unauthorised use of your or a User's Account or email address, or of any other breach or potential breach of the Service's security;
• (o) use the Service for any purpose other than that for which it was designed, including using it in a manner that is illegal or fraudulent or that facilitates illegal or fraudulent activity; nor
• (p) act unlawfully or maliciously towards us, towards another user of the Service, or towards any third party, or use the Service to do so. Nothing in this paragraph restricts you or any User from expressing an honest opinion about the Service, from raising a concern with a regulator or other authority, or from reporting a security issue to us in good faith.

6.4 Client Data warranties

By providing or posting Client Data, you represent and warrant that:

• (a) you are authorised to provide the Client Data;
• (b) the Client Data is accurate and true at the time it is provided;
• (c) the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material, other than a factual record of an incident made for your own purposes;
• (d) the Client Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• (e) the Client Data does not contain any viruses or other harmful code, and does not otherwise compromise the security or integrity of the Service or any network or system; and
• (f) the Client Data does not breach or infringe any applicable laws.

You must take reasonable steps to ensure that Client Data your Users provide meets the same standards; clause 5 of the AUP sets the rules each User accepts.

7. Third-party software and terms

(a) You acknowledge and agree that third-party terms and conditions (Third Party Terms) may apply to use of the Service.

(b) You agree to the Third Party Terms, if any, that the Service Schedule names or that we notify to you under clause 7(c), and we will not be liable for any loss or damage you suffer in connection with them.

(c) We will endeavour to notify you of Third Party Terms that apply to the Service, in which case:

• (i) you must immediately notify us if you do not agree to them; and
• (ii) if we do not receive a notice under clause 7(c)(i) within 30 days of our notification, you will be taken to have accepted them, and we will not be liable for any loss or damage you suffer in connection with them.

(d) If you do not agree to any Third Party Terms, this may affect our ability to meet any agreed schedule for delivering the Service.

(e) You acknowledge that issues can arise when data is uploaded to software, or transferred between programs or systems. Where a Service connects to other software or IT systems, as its Service Schedule describes, we cannot guarantee that the connection will be free from errors, defects or delay.

(f) We will not be liable for the functionality of any third-party goods or services, including third-party software, or for the functionality of the Software when it is used with third-party software or systems that we have not supplied or approved in writing.

8. Fees and payment

8.1 Fees

(a) You must pay the fees for each Subscription and one-off purchase in the amounts set out in the Service Schedule, or as otherwise agreed in writing (Subscription Fees, also called Fees). We are the seller, and the Fees are the whole price. We are not registered for VAT and add no VAT to any Fee. If we register for VAT, whether because we must or because we choose to, the Fees remain the whole price until they are changed under clause 8.3.

(b) Fees are charged for each Subscription Period and Renewal Period in advance, and fall due as paragraph (c) states. They are not refundable for change of mind except as the Service Schedule for your Service provides; the refunds that other clauses of these Terms give are unaffected. This does not apply to anyone who, despite clause 3, is dealing as a consumer: their cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 are unaffected, and clause 15 is subject to them.

(c) Unless otherwise agreed in writing, the Fees for each Subscription Period and Renewal Period fall due: where paid by card, on the first day of that period, whether or not the payment succeeds; where paid against a purchase order, where the Service Schedule offers that, 30 days after the date of the invoice for them. Fees invoiced for any other reason, such as an increase under clause 14, fall due on the same basis. The Fee for a one-off purchase is paid in full when it is bought, and nothing it covers is provided until that payment has been received.

8.2 Automatic recurring billing

Subject to clause 8.3:

• (a) your Subscription will continue to renew automatically unless it is cancelled in accordance with clause 15.1 or ends under clause 4(c);
• (b) while your Subscription is maintained, we charge its Fees at the beginning of each Renewal Period — to the card on file or, where you pay against a purchase order, by sending an invoice; and
• (c) by buying a recurring Subscription, you acknowledge that it has an initial and a recurring payment, and you accept responsibility for all recurring charges before you cancel.

8.3 Changes to Fees

We may change our Fees by giving you at least 30 days' prior written notice. During that period you may cancel your Subscription, and the change will not apply to you before the end of it. A change never applies to a period already invoiced or paid for, and applies to an annual Subscription only from a renewal at least 60 days after we give notice of it, with one exception: when the quantity of a Subscription is changed under clause 14, the Fees current at that moment apply to the whole Subscription from the change, including the rest of a period already invoiced or paid for. Registering for VAT would be a change to our Fees under this clause. Where we have offered you a discount expressed as applying for as long as you remain subscribed, this clause does not allow us to withdraw or reduce that discount: it continues to apply for as long as your Subscription remains continuously active, and ends only if your Subscription is cancelled or ends under clause 8.4.

8.4 Late payment

This clause is the whole of what happens when Fees are paid late. The Service Schedule, our user guides and the notice itself summarise it; where they differ, this clause applies.

(a) (The notice, and the last day to pay) If any Fees remain unpaid when due — including where a card payment fails — we will send a notice to every Owner of your Organisation and to the Billing Contact. It will identify the overdue payment — with its amount, and a link to pay it, wherever our payment processor provides them — and state the last day to pay and what paragraphs (b) to (g) allow if the Fees are not paid by then. The last day to pay is no earlier than the 10th Business Day after the day the notice is sent; in practice we allow about three weeks, because we would rather be late than state a day too early. Nothing is suspended before the end of the last day to pay, except that the quantity of a Subscription cannot be changed while a payment is overdue.

(b) (What may pause after it) If the Fees are still unpaid at the end of the last day to pay, we may suspend your and your Users' ability to create new Client Data and to generate new documents, and the reminder emails the Service sends, until they are paid; the Service Schedule says what that means for your Service. The notice under paragraph (a) states the day from which this may happen, and no further notice is given. We will never suspend read access to your existing Records, or the export of the Records the Service Schedule says may be exported for what you have paid for. A suspension does not terminate this agreement and does not relieve you of the obligation to pay.

(c) (Interest) We waive interest, compensation and recovery costs, whether under this clause or the Late Payment of Commercial Debts (Interest) Act 1998, on Fees paid by the end of the 30 days in paragraph (d). To the extent that Act applies, Fees paid after that carry the statutory interest, fixed-sum compensation and reasonable recovery costs it provides.

(d) (When non-payment becomes a Breach) Fees still unpaid at the end of the 30th calendar day after the day the notice in paragraph (a) is sent are a Breach by you for the purposes of clause 15.2. If we extend the last day to pay under paragraph (e), those 30 days run instead from the end of the original last day to pay, and never end before the end of the extended one. The notice in paragraph (a) is the notice clause 15.2(b)(i) requires, and those days are the period to remedy under clause 15.2(b)(ii); non-payment is not a Breach before they end.

(e) (One extension a year) If an Owner, or the Billing Contact, asks before the last day to pay, we will extend it once in any period of 12 months, by at least a further 10 Business Days, and confirm the new last day to pay and the new date under paragraph (d) in writing.

(f) (How arrears end) If Fees are still unpaid when the days in paragraph (d) end, and remain unpaid when we act, we may terminate this agreement under clause 15.2(a), or by written notice end the Subscription alone on a date the notice states. If we have done neither by the end of the period then current, and the Fees are still unpaid then, the Subscription ends then and does not renew. A failed card payment may be retried automatically. Whether our payment processor stops retrying, or cancels the Subscription in its own records, paragraphs (a) to (g) still govern: nothing pauses sooner than they allow, and what is owed is still set by paragraph (g).

(g) (What is owed) In every case under paragraph (f) you owe the following, and no more: (i) the Fees for any Subscription Period or Renewal Period that ended before the day the agreement or Subscription ends; (ii) for the period in which that day falls, that period's Fees multiplied by the number of days from its start to and including that day — or, if earlier, the last of the days in paragraph (d) — divided by the number of days in it; and (iii) any sum paragraph (c) allows. Clause 15.3(b) does not apply. Any invoice for that period is reduced or credited accordingly, and anything you have paid beyond what this paragraph allows is refunded within 30 days of the day the agreement or Subscription ends. Ending the agreement or a Subscription does not delete your Records, and clause 15.4 applies to them.

(h) (A first invoice on a purchase order) Where a Subscription is bought against a purchase order, it is pending until the first invoice for it is paid, and any other invoice raised on that order before then — on an order set to renew on a fixed date, the invoice for the first full period, for example — counts as part of the first invoice for this paragraph. While it is pending, nothing the Subscription covers is unlocked other than any export the Service Schedule says an unpaid order already gives, no period that this agreement or the Service Schedule counts from payment starts, and paragraphs (a) to (g) do not apply to it. We will chase the first invoice by email on its due date and again 14 days later. If you decide not to go ahead before it is paid, tell us: we will cancel the order and void its invoices, and nothing is owed. If the first invoice is still unpaid 60 days after its date, we may do the same by written notice, and again nothing is owed; clauses 15.2 and 15.3(b) do not apply. We claim no interest, compensation or recovery costs on a first invoice, however late it is paid.

8.5 How payments are taken

(a) We are the seller, however you pay. Card payments are processed for us by Stripe, our payment processor; your card details go to Stripe directly and are never received by us. We issue every invoice, made out to your Organisation at the billing address held in the Service. Invoices against a purchase order, and every billing notice, go to the Billing Contact.

(b) You acknowledge and agree that:

• (i) where this agreement requires us to refund Fees, we make the refund ourselves, to the payment method you used — by bank transfer where you paid an invoice;
• (ii) we answer to you for Stripe's acts and omissions in taking your payment as for our own, subject to clause 13, and clauses 7(b) and 7(f) do not limit this; and
• (iii) we may correct any error in collecting your payment, but we will tell you before correcting one that increases what you pay.

(c) (Our bank details) The bank details for paying us by bank transfer appear only on the invoices we issue. We will never ask you by email to change them. If you are asked to pay us anywhere other than the bank details on an invoice we issued, by email or by any other route, do not pay until you have written to us at support@itsm-ltd.com and we have confirmed our details. A director will confirm them by letter to your billing address, or on a call you arrange, and never by replying to the message that asked.

9. Intellectual property

9.1 Client Data

(a) You grant to us (and our Personnel) a non-exclusive, royalty-free, non-transferable, worldwide licence to use the Client Data to the extent reasonably required to provide the Service. The licence lasts for the Term and afterwards for as long as we hold Client Data under clause 15.4, clause 11.3(g) or Law, and then ends. It does not permit us to use Client Data for any other purpose.

(b) You:

• (i) warrant that our use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
• (ii) indemnify us against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9.2 Our IP, generated documents, and our promise about it

(a) You will not, under this agreement, acquire Intellectual Property Rights in any of the Provider IP.

(b) We grant you a non-exclusive, royalty-free, non-transferable, worldwide licence, for the Term, to use the Provider IP to the extent required for you to use and enjoy the benefit of the Service. Paragraph (e), not this paragraph, governs the Provider IP within the documents the Service generates for you.

(c) (Our IP indemnity to you) We will defend you against any third-party claim that your use of the Service in accordance with this agreement infringes that third party's Intellectual Property Rights enforceable in the United Kingdom, and we will pay the damages and reasonable costs finally awarded against you (or agreed by us in settlement) for that claim, provided that you notify us promptly, give us sole control of the defence and settlement, and give us reasonable assistance at our cost. If such a claim is made or appears likely, we may procure your right to continue using the Service, modify or replace it so that it is non-infringing, or — if neither is reasonably achievable — terminate the affected Subscription and refund the Subscription Fees you have paid for its unexpired part. This clause does not apply to the extent a claim arises from Client Data, from use of the Service in breach of this agreement, from modification of the Service by anyone other than us, or from combination of the Service with anything we did not supply. This clause states our entire liability, and your sole remedy, for infringement of third-party Intellectual Property Rights by the Service, and our liability under it is subject to the cap in clause 13(a).

(d) (Feedback) If you provide us with any feedback, comments or suggestions relating to the Service, we may use, incorporate and exploit that feedback for any purpose without restriction or compensation, and providing feedback grants you no right, title or interest in the Provider IP or Developed IP.

(e) (Documents the Service generates for you) We grant you a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, copy, adapt, print, publish and share, for your own purposes, the documents a Service generates for you from your Records, including the Templates and other Provider IP within them. The licence survives the end of this agreement. The template wording in those documents remains ours, and this licence does not let you sell or license it to anyone else. You must not remove from a generated document the notice the Service places on it saying what the document is, and you must not present a generated document as legal or professional advice, or as a certification. The Service Schedule says which documents a Service generates.

9.3 Definitions for this clause

(a) Developed IP means any materials produced by us in the course of providing the Service, including documentation, reports, designs, concepts, know-how, information, emails and notes, whether in draft or final form, in writing or provided orally, alone or with you or others, and any Intellectual Property Rights attaching to them — but not Client Data, your Records, or the content of yours that a document the Service generates for you contains.

(b) Provider IP means all materials owned or licensed by us that are not Developed IP, and any Intellectual Property Rights attaching to them.

10. Confidentiality

(a) Except as contemplated by this agreement, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without that party's prior written consent.

(b) This clause does not apply to:

• (i) information that is generally available to the public (other than as a result of a breach of these Terms or another obligation of confidence);
• (ii) information required to be disclosed by any law; or
• (iii) information disclosed by a party to its subcontractors, employees or agents for the purposes of performing this agreement (Additional Disclosees).

(c) If either party becomes aware of a suspected or actual breach of this clause 10 by it or an Additional Disclosee, it will immediately notify the other party and take reasonable steps to prevent, stop or mitigate the breach.

11. Privacy and data protection

11.1 What this clause covers, and the roles

(a) In this clause, Data Protection Legislation means the UK GDPR as defined in section 3(10) of the Data Protection Act 2018, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with any statutory instrument, order, rule or regulation made under them, in each case as amended, extended, re-enacted or replaced from time to time. Where we process personal data to which the EU General Data Protection Regulation (EU) 2016/679 applies, that Regulation applies to that processing in addition. “Controller”, “processor”, “process” and “personal data” have the meanings given in the Data Protection Legislation.

(b) We are your processor for the contents of your Records — everything you and your Users record in the Service — and everything derived from them. That is the ordinary case, not an exception: we process that content on your documented instructions under this clause 11 and the Data Processing Particulars in the Service Schedule, and for no purpose of our own.

(c) We are a controller of Personal Data only for the limited ancillary purposes listed below, and for no others:

• (i) administering your Organisation, its Users' Accounts and its billing, and communicating with you about the Service;
• (ii) sending marketing about our own products and services, but only where the Service Schedule for a Service says that we do, and then only to people who have asked to receive it; anyone may stop it at any time, at no cost, by replying to a message or writing to us. We do not pass contact details to our subcontractors or third-party suppliers for their own marketing;
• (iii) processing personal data concerning our other clients and contacts for our own business purposes;
• (iv) processing and transferring personal data as necessary to effect a reorganisation of our business;
• (v) sharing personal data with our own legal or professional advisers;
• (vi) protecting the security of the Service, our systems and the data held in them, including preventing, detecting and investigating automated abuse of our public forms;
• (vii) operational purposes, including improving efficiency, training and quality control, providing Support, and creating and maintaining support-portal accounts for the people the Service Schedule describes;
• (viii) producing aggregated statistics to manage our business, from the data we hold as controller and never from the contents of your Records. Where we count visits to a Service's pages, the annex to the Privacy Policy for that Service says what is counted, how and why;
• (ix) recording the confirmation given under clause 3(c), which is held as the record of acceptance of these Terms;
• (x) recording which of our legal documents each person accepted, and at which version; and
• (xi) complying with our own legal and regulatory obligations, and establishing, exercising or defending legal claims.

(d) Your instructions are taken to include our use, where appropriate, of the sub-processors listed in the annex to the Privacy Policy for your Service, in accordance with this clause.

(e) Each party will comply with the Data Protection Legislation.

11.2 Your responsibilities for the data you record

(a) You agree that, where necessary, you will have satisfied the relevant statutory ground under the Data Protection Legislation before providing us with personal data.

(b) You warrant, in relation to the personal information and all other data you provide to us in connection with this agreement (Third Party Data), that:

• (i) you have all necessary rights in relation to it, such that the Service can be provided in respect of it;
• (ii) you are not breaching any Law by providing it to us;
• (iii) we will not breach any Law by providing the Service in relation to it;
• (iv) there are no restrictions on its use (including under any Third Party Terms), or, if there are, you have notified us and we have agreed to provide the Service in respect of that data (being under no obligation to do so); and
• (v) we will not breach any Third Party Terms by providing the Service in relation to it.

(c) You agree to indemnify us and our officers, employees and agents against any loss (including reasonable legal costs) or liability incurred or suffered by any of them, where it was caused or contributed to by a breach of a warranty in clause 11.2(b).

(d) For the purposes of the Data Protection Legislation, in respect of any Third Party Data you are the controller and we are the processor, except for the purposes in clause 11.1(c), for which we are controller.

(e) You keep control of your Records. As between you and us, the contents of your Records belong to you, we act only on your instructions in respect of them, and requests from individuals about them go to you (with our help under clause 11.3(e)).

(f) The Service is not designed as a repository for special category personal data or personal data relating to criminal convictions and offences. You acknowledge that your own Records may nonetheless contain such data — a record describing a health and safety incident, or a review describing someone's conduct, for example — and agree that where they do:

• (i) you are the controller of that data and are responsible for identifying, recording and being able to demonstrate the basis on which you process it: a lawful basis under Article 6(1) of the UK GDPR; for special category data, a condition under Article 9(2) of the UK GDPR and, where that condition requires one, a condition in Part 1 or 2 of Schedule 1 to the Data Protection Act 2018; for personal data relating to criminal convictions and offences (including alleged offences) that is not processed under the control of official authority, a condition in Part 1, 2 or 3 of that Schedule, as section 10(5) of that Act requires; and in each case, where the condition relied on requires one, an appropriate policy document meeting Part 4 of that Schedule;
• (ii) you will not knowingly record such data beyond what your own purposes require; and
• (iii) our obligations under this clause 11, including the measures in clause 11.4, apply to that data as to any other Personal Data processed on your behalf.

11.3 Our obligations as your processor

In relation to any Personal Data we process on your behalf, we shall:

• (a) process it only on your written instructions, as documented in the Data Processing Particulars in the Service Schedule and as updated from time to time, unless required to do otherwise by law, in which case we will inform you of that requirement before processing unless the law prohibits us from doing so. If we consider that an instruction from you infringes the Data Protection Legislation, we will inform you without undue delay;
• (b) keep it confidential, and ensure that every individual authorised to process it has committed themselves to confidentiality or is under an appropriate statutory obligation of confidentiality, and that the commitment or obligation continues after their engagement ends;
• (c) comply with your reasonable instructions with respect to processing it;
• (d) not transfer it outside the UK unless, in accordance with the Data Protection Legislation: (i) the transfer is to a country covered by UK adequacy regulations; (ii) appropriate safeguards are in place; (iii) binding corporate rules apply; or (iv) a derogation for specific situations applies. Where we rely on appropriate safeguards, we use the International Data Transfer Agreement or the EU Standard Contractual Clauses as amended by the UK Addendum;
• (e) assist you — at your cost, except where the Service Schedule says the assistance is free — in responding to any request from a data subject exercising any right under Chapter III of the UK GDPR, and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities;
• (f) notify you without undue delay — and, for a Personal Data breach affecting Personal Data we process on your behalf, in any event within 48 hours of becoming aware of it — of that breach, or of a communication which relates to our or your compliance with the Data Protection Legislation, so that you can meet your own 72-hour obligation to the regulator;
• (g) on termination or expiry of this agreement, at your choice, delete or return the Personal Data and any copies of it, unless we are required by law to retain it. Copies that have already left the Service, and backups until they are overwritten, are dealt with as clause 11.6 describes; the records clause 11.6 says the Service will not let Users delete are not an exception to this paragraph; and
• (h) make available to you all information necessary to demonstrate compliance with this clause 11 (the Service Schedule says where most of it is for your Service), and allow for and contribute to audits, including inspections, by you or an auditor you mandate, on reasonable notice and no more than once in any 12-month period except following a Personal Data breach or where a supervisory authority requires it.

11.4 Security measures

We shall maintain appropriate technical and organisational measures — described in the annex to the Privacy Policy for your Service and in the Service Schedule, and updated from time to time provided the level of protection is not materially reduced — to protect against 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 and the nature of the data, having regard to the state of technological development and the cost of implementation. Such measures may include, where appropriate: pseudonymising and encrypting Personal Data; ensuring the confidentiality, integrity, availability and resilience of our 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 those measures.

11.5 Sub-processors

Any subcontractor appointed under clause 5.7 that processes Personal Data is a sub-processor under this agreement, and:

• (a) you give us general authorisation to appoint sub-processors, and the current list for your Service is published in the annex to the Privacy Policy for that Service;
• (b) we will give you at least 30 days' notice by email before adding or replacing a sub-processor;
• (c) you may object to an addition or replacement on reasonable data protection grounds within that period, and if we cannot resolve the objection you may terminate the affected part of the Service without penalty, with a refund of Fees paid for its unexpired part;
• (d) we will impose on each sub-processor obligations materially equivalent to those in this clause 11, and we remain liable to you for each sub-processor's performance; and
• (e) paragraphs (b) and (c) apply to a change to the Data Processing Particulars in a Service Schedule as they apply to adding a sub-processor.

11.6 Records the Service will not let you delete item by item

Some records in a Service cannot be edited or deleted one at a time from inside the Service, by you or by any User. The Service Schedule identifies them for your Service and says how each is removed. That is a limit on what the Service lets Users do, not on your rights as controller: we remove such a record by hand on your written instruction, or where the law requires it, as the Service Schedule describes, and until then we process it only as this agreement and the law require. Records that belong to a person rather than to your Organisation — a person's record of accepting our legal documents, for example — are deleted with that person's Account. This clause does not reach copies that have already left the Service, such as documents downloaded and emails already sent, or backups before they are overwritten as the Service Schedule describes.

11.7 Access by our personnel

Our personnel reach Client Data only by the means, and only for the purposes, that the Service Schedule for your Service describes. Each access it permits is taken to be on your instructions for the purposes of clause 11.3(a). Every deletion or erasure of Client Data that our personnel carry out by hand is written down, and confirmed to you in writing.

11.8 Artificial intelligence

(a) We do not use Client Data to train any machine learning or artificial intelligence model, whether our own or a third party's.

(b) We do not transmit Client Data to any third-party artificial intelligence service.

(c) If we ever make available a feature that does either of those things, it will be optional, it will say so before it is enabled, and it will operate only for a Client that has expressly enabled it. You may disable it at any time.

11.9 Security incidents

(a) We will notify you without undue delay of any security incident that materially affects your use of the Service or the security of Client Data, whether or not it involves Personal Data.

(b) A notice under this clause will contain the information available to us at the time, and we will provide further information as it becomes available.

(c) This clause is in addition to our obligation to notify a Personal Data breach under clause 11.3(f).

12. Warranties and what we do not promise

12.1 Service limitations

Subject to clause 5.1(c), the Service is made available to you on an “as is” basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

• (a) the Service will be free from errors or defects;
• (b) the Service will be accessible at all times;
• (c) messages sent through the Service will be delivered promptly, or delivered at all — save that where this agreement requires us to give you notice of something, we remain responsible for giving that notice;
• (d) information received or supplied through the Service will be secure or confidential — save that this paragraph does not limit our obligations under clause 10 (confidentiality) or clause 11.4 (security of Personal Data); or
• (e) any information provided through the Service is accurate or true.

12.2 Correction of defects

(a) We will use reasonable endeavours to correct, within a reasonable time, material errors, bugs or defects notified to us, other than errors, bugs or defects that result from: (i) the interaction of the Service with any other software, hardware or services not approved by us in writing; (ii) misuse of the Service; or (iii) use of the Service other than in accordance with this agreement or the Documentation.

(b) You agree to give us and our Personnel reasonable access to your Personnel to assist us in correcting defects.

12.3 Exclusion of other warranties

To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.

12.4 Generated documents are templates, not advice

Where a Service generates documents from Templates, as its Service Schedule says, those documents are templates for you to review, adapt where you need to, and adopt as your own. No document a Service generates is legal or professional advice, a certificate, or a finding that any legal duty has been met. Responsibility for any legal duty they relate to stays with you, and with anyone else the law places it on, whether or not you use the Service. The Service Schedule says what this means for each Service.

13. Liability

(a) (Cap) To the maximum extent permitted by applicable law, our total liability to you for loss or damage of any kind, however arising — whether in contract, tort (including negligence), statute, equity, indemnity or otherwise — arising from or relating in any way to this agreement or the Service is limited in aggregate to the greater of (i) £1,000 and (ii) the Fees paid by you for the Service in the 12 months preceding the first event giving rise to any liability. The £1,000 floor applies however little you have paid.

(b) (Users) Our liability to a User personally — as distinct from our liability to you — is limited by clause 9 of the AUP, which the User accepts in their own right. This clause governs our liability to you, and clause 2(c) gives these Terms priority over the AUP as between you and us. Nothing in either document limits liability that cannot lawfully be limited.

(c) (Your indemnity to us) You indemnify us and our employees, contractors and agents in respect of liability for any claim made against any of them by a third party arising from your, or your employee's, client's, contractor's or agent's:

• (i) breach of any third-party Intellectual Property Rights;
• (ii) breach of any term of this agreement;
• (iii) negligent, wilful, fraudulent or criminal act or omission; or
• (iv) use of the Service in breach of this agreement or otherwise unlawfully,

except to the extent the claim arises from our own breach of this agreement, negligence or wilful misconduct. Your total liability under this paragraph, and under any other indemnity you give in this agreement, is limited in the same way, and to the same amount, as paragraph (a) limits ours — except for anything paragraph (f) says is never limited.

(d) (Consequential loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damage, or for damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue, arising under or in connection with this agreement or the Service. This exclusion does not apply to your obligation to pay Fees, to either party's liability under an indemnity in this agreement, or to anything clause 13(f) preserves. Nor does it exclude our liability for loss or corruption of your Records caused by our breach of this agreement or our negligence, including the reasonable cost of re-entering them; that liability is subject to the cap in paragraph (a).

(e) (Unfair Contract Terms) To the extent that any applicable law restricts the extent to which liability can be excluded under these Terms — including, for the avoidance of doubt, sections 2, 3 and 11 of the Unfair Contract Terms Act 1977 relating to the requirement of reasonableness, and their equivalents in any other jurisdiction — the exclusions in this clause are limited in accordance with those restrictions. Any exclusions not affected by such restrictions remain in full force and effect.

(f) (What is never limited) Nothing in this agreement excludes or limits a party's liability for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

14. Changing a Subscription

(a) The only change the Service lets you make to a Subscription is to its quantity, where the Service Schedule offers that. It may be made by an Owner or by a member with access to the whole Organisation, and not while a payment for that Subscription is overdue. To move to a different Plan or Subscription Period, you buy a new Subscription and cancel the old one under clause 15.1.

(b) An increase takes effect when you complete it in the Service. We invoice it at once, pro rata for the rest of the current period, at the Fees current at that moment, which clause 8.3 applies to the whole Subscription from the change; the invoice falls due as clause 8.1(c) states.

(c) A decrease takes effect at the end of the then current Subscription Period or Renewal Period, and the Fees for the smaller quantity apply from the start of the next one; but under clause 8.3 the Fees current when you ask for the decrease apply to the whole Subscription from the moment you ask, including the rest of the current period. Nothing is deleted when a decrease takes effect; the Service Schedule says how the quantity limits what can be added.

(d) These Terms are taken to be amended in accordance with any change made under this clause 14.

15. Cancellation and termination

15.1 Cancellation at any time

(a) You may cancel a Subscription at any time — from the billing settings in the Service, which hand you to a billing page our payment processor operates for us (where the Service Schedule says that page may not be able to cancel a Subscription, write to us instead), or by writing to us from the email address of the Account of an Owner, or of a member with access to the whole Organisation. A cancellation by email takes effect when it reaches our support address, needs no particular subject line, and is not subject to clause 17. Either way the Subscription runs to the end of the then current Subscription Period or Renewal Period and does not renew, and you are not entitled to a refund of Fees paid to that date (subject to clause 8.1(b)).

(b) Your Organisation, and everything in it, will be deleted on the written request of an Owner — or, where it has no Owner, of a person who shows us that they have authority to act for the Client — in the way and within the time the Service Schedule describes. Export first, because deletion cannot be undone.

(c) We may cancel your Subscription on at least 30 days' written notice — but never because Fees are unpaid, which clause 8.4, including clause 8.4(h) for a first invoice on a purchase order, alone governs. Unless the cancellation is under clause 15.2 for your Breach, we will refund, within 30 days, the Fees you have paid for the unexpired part of the then current Subscription Period or Renewal Period.

(d) (If we stop providing the Service) If we decide to stop providing a Service to all our customers, we will give every Owner at least 90 days' written notice. Until it stops, read access, and export as clause 15.4 describes, continue for every Organisation, whether or not its Subscription is live; on request made before it stops, we will send an Organisation any of its Client Data that the Service's own exports do not contain, as the Service Schedule identifies; and we will refund the Fees paid for any part of a Subscription Period or Renewal Period after the day it stops, pro rata by day. After it stops, we send an export to any Organisation whose Owner asks within 30 days of that day; once those 30 days have ended and every export asked for within them has been sent, we delete each Organisation and confirm it in writing.

15.2 Termination for breach

(a) Either party may terminate this agreement immediately by written notice if there has been a Breach of this agreement.

(b) A Breach means that: (i) a party considers the other party (or any of its Personnel) is in breach of this agreement and notifies the other party; (ii) the other party is given 10 Business Days to remedy the breach; and (iii) the breach has not been remedied within that period, or another period agreed in writing.

15.3 What happens on termination

On termination or expiry of this agreement:

• (a) every Subscription ends, and you and your Users may go on using the Service only so far as we allow — which always includes reading, downloading and exporting your Records under clause 15.4 — subject to clause 11.3(g);
• (b) where we terminate for your Breach, other than a Breach arising under clause 8.4(d) (for which clause 8.4(g) sets what is owed), and unless agreed in writing, any Fees that would otherwise have been payable for the remainder of the relevant Subscription Period or Renewal Period remain payable and, to the maximum extent permitted by law, no Fees already paid are refundable. Where you terminate for our Breach, we refund within 30 days the Fees you have paid for the unexpired part of the then current period. In every other case, Fees stop for periods after termination, and clause 15.1(c) governs refunds where we cancel other than for your Breach; and
• (c) each party must comply with all obligations that by their nature survive the end of this agreement, including clauses 9, 10, 11.3(g), 13 and this clause 15 — and clauses 9.1 and 11 continue for as long as we hold any Client Data.

15.4 Your data on the way out

(a) (Export) After a Subscription ends, and after this agreement is terminated, you may still sign in, read and download your Records, and export them in the ways the Service Schedule describes, for as long as your Organisation exists here. Using the Service's pages after signing in needs each person to have accepted the current version of the documents they are asked to accept, so we will also send you an export, in the formats the Service Schedule describes, on the written request of an Owner at any time while your Organisation exists — whether or not anyone has accepted a new version. Where the Service has stopped under clause 15.1(d), that request is the only way to get your Records.

(b) (Deletion) We delete your Organisation as a whole, with its Client Data, only on a request under clause 15.1(b), or under clause 15.1(d) after the Service stops, and in the way the Service Schedule describes, which also says what that deletion does not reach. This paragraph does not limit what Users can delete in the Service themselves, the removal of a single record under clause 11.6, or the records deleted with a person's Account. We will not be able to recover data after deletion, so we recommend you keep your own exports of anything important to you.

(c) Subject to clause 13(f) and to our obligations under clauses 11.3 and 15.4(a), we are not responsible to you or any User for, and we disclaim liability for, any cost, loss, damage or expense arising out of the cancellation, termination or expiry of this agreement and any resulting loss of data.

16. If we have a dispute

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings (other than a claim for urgent interlocutory relief) unless it has complied with this clause.

(b) The party requiring resolution of a dispute must give the other party written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party must use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days of the notice (or another period agreed in writing), either party may take legal proceedings to resolve it.

17. Notices

(a) Any notice under this agreement must be in writing and sent by email, with a subject line that identifies this agreement (naming the Service is enough), except that a notice to us may instead be sent by post to ITSM Ltd, 167-169 Great Portland Street, 5th Floor, London, W1W 5PF. Notices to us by email go to support@itsm-ltd.com. Notices to you go to the email address of the Account of every Owner of your Organisation and, for notices about Fees and billing, also to the Billing Contact. Tell us if none of those addresses is read any more.

(b) A notice sent by email is considered delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was not delivered or received. A notice sent by post is delivered on the second Business Day after posting.

18. Force majeure

(a) A Force Majeure Event means any occurrence beyond the control of a party affected by it (the Affected Party) which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any: (i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; (ii) strike or other industrial action; (iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or (iv) decision of a government authority in relation to an epidemic or pandemic, to the extent it affects the Affected Party's ability to perform.

(b) If an Affected Party becomes unable, wholly or in part, to carry out an obligation (other than an obligation to pay money) due to a Force Majeure Event, it must give the other party prompt written notice of reasonable details of the event and, so far as known, the probable extent to which it will be unable to perform or will be delayed.

(c) Subject to compliance with clause 18(b), the relevant obligation is suspended during the Force Majeure Event to the extent it is affected by it.

(d) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performance.

19. Changes to these documents

(a) We may amend these Terms, a Service Schedule, the AUP, the Privacy Policy, the Cookie Policy or the Website Terms of Use from time to time by posting the updated version on the Website and giving at least 30 days' prior written notice by email: to every Owner, for any of them; and also to every User, for the AUP, the Privacy Policy, the Cookie Policy and the Website Terms of Use.

(b) From the day an amended document takes effect, each person the Service asks to accept it must do so before they can use the Service further; the Website Terms of Use apply to the public pages of the Website through their use; and the Privacy Policy and the Cookie Policy are notices, given rather than agreed. If you do not agree to a change, you may cancel your Subscription with effect from the day the change takes effect, despite clause 15.1(a), by telling us before then; if the change materially reduces what you receive, we will refund the Fees you have paid for the part of the then current period after that day. Whether or not anyone accepts a change, your Records remain obtainable on written request under clause 15.4(a).

(c) This clause, together with clause 8.3 (Fees, which also carries 30 days' notice), clause 5.2(a) and clause 14, is the only way these Terms are changed.

20. General

20.1 Governing law and jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

20.2 Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that you may enforce clauses 5 and 10 of the AUP, and its annex for your Service, against a User, as clause 14.2 of the AUP provides.

20.3 Waiver

No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting it. An email is in writing and signed for this purpose, and for clause 15.2(b)(iii), when it comes from our support address or, for you, from the email address of an Owner's Account.

20.4 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder is not affected.

20.5 Joint and several liability

An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. But where clause 3(f) applies, this clause does not make the members of the Client's governing body personally liable for the Client's obligations: those obligations are met from the funds and property of the body they govern, and a member is personally liable only for their own fraud or wilful misconduct.

20.6 Assignment

You may not assign, novate or otherwise transfer any of your rights or obligations under this agreement without our prior written consent. We may assign or novate this agreement to an affiliate, or to a successor of the business or assets to which it relates, on written notice to you.

20.7 Formation

Our acceptance of this agreement with a Client is confirmed by making the Service available for the Organisation that the person who accepts these Terms under clause 1(b) creates for that Client, whether they accept before or straight after creating it. The same applies to each further Organisation that person creates.

20.8 Costs

Except as otherwise provided in this agreement, each party pays its own costs of negotiating, preparing, executing and performing it.

20.9 Entire agreement

This agreement, together with the documents named in clause 2, embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to its subject matter. Terms printed on, or referred to by, a purchase order or any other document you send us do not form part of this agreement, even if we accept the order or print its reference on an invoice. This does not apply to a written order signed by both parties under the Service Schedule, to anything else that a clause of this agreement lets the parties agree in writing and that we have agreed to in writing, or to your written instructions under clause 11.3(a). Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

20.10 Interpretation

(a) (singular and plural) words in the singular include the plural and vice versa; (b) (gender) words indicating a gender include every other gender; (c) (defined terms) if a word or phrase is given a defined meaning, any other grammatical form of it has a corresponding meaning; (d) (person) a reference to “person” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation; (f) (this agreement) a reference to a clause, paragraph or schedule is to a clause, paragraph or schedule of this agreement, and a reference to this agreement includes every document that clause 2(a) makes part of it; (g) (document) a reference to a document is to that document as varied, novated, ratified or replaced from time to time; (h) (headings) headings, and the bold words in brackets that label a paragraph, are for convenience only and do not affect interpretation; bold type anywhere else is emphasis, and the words in it have full effect; (i) (includes) the word “includes” and similar words in any form are not words of limitation; and (j) (currency) a reference to £ or “GBP” is to pounds sterling.

21. Definitions