Terms of Service

Software as a Service Agreement

1. Definitions and Interpretation

In this Agreement, the following expressions have the following meanings:

Agreement means this software as a service agreement, including the Contract Details and any Schedules attached to it.

Commencement Date is the date on which the Supplier will start to provide the Services to the Customer.

Confidential Information all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, this Agreement and any information used in or relating to the business of the parties.

Customer Data the data inputted by the Customer (including its affiliates, employees, directors) into the Software or otherwise provided to the Supplier as part of the Customer's use of the Services.

Data Protection Laws: all applicable data protection and privacy legislation in force in the United Kingdom, including but not limited to the UK GDPR as defined in section 3(10) of the Data Protection Act 2018, and the Data Protection Act 2018.

Fees the fees payable by the Customer for receipt of the Services.

Services the services provided by Xtrata to the Customer including providing the Software, Documents and any applicable Support Services.

Software means the online software and applications provided by Xtrata to the Customer.

2. Term of this Agreement

This Agreement shall commence on the date it is signed by both parties and continue for the Initial Term, unless terminated earlier in accordance with the terms of this Agreement.

3. Rights to Use the Software

In consideration of payment of the Fees and subject to the terms of this Agreement, Xtrata grants the Customer a non-exclusive and non-transferable right to use the Services during the term of this Agreement.

Xtrata will provide the Services to the Customer to satisfy the number of User Subscriptions purchased by the Customer.

Except for the Customer's right to use the Services as expressly granted in this Agreement, this Agreement does not grant the Customer any Intellectual Property Rights in respect of the Services and all Intellectual Property Rights in the Services shall vest in, and remain vested in, Xtrata.

The Customer owns all rights (including any Intellectual Property Rights) in the Customer Data.

4. Xtrata's Obligations

From the Commencement Date, Xtrata will provide the Services and make available the Documents to the Customer.

Xtrata shall provide the Services with reasonable skill and care.

Xtrata does not warrant that:

  • the Customer's use of the Services will be uninterrupted or error-free;
  • the Services will meet the Customer's requirements;
  • the Services will be free from Vulnerabilities or Viruses;
  • the Services will comply with any of the Customer's cybersecurity requirements.

Xtrata will provide the Customer with its standard customer support services during Xtrata's normal business hours.

5. Customer's Obligations

The Customer will:

  • co-operate with Xtrata and provide all necessary information to allow Xtrata to provide the Services;
  • ensure that any users who have access to the Software comply with the terms of this Agreement;
  • use the Services in accordance with the terms and conditions of this Agreement;
  • keep secure all login information for the use of the Services;
  • ensure that the Customer's network and systems comply with all relevant specifications provided by Xtrata;
  • be responsible for obtaining, maintaining and securing its own internet connection.

The Customer will not:

  • grant any sublicences to any other party to use the Services;
  • access, store, distribute or transmit Viruses or any harmful or illegal material during the course of its use of the Services;
  • introduce or permit the introduction of, any Virus or Vulnerability into Xtrata's network and information systems.

The Customer shall use all reasonable efforts to prevent any unauthorised access to the Services. Upon discovering any unauthorised access, the Customer must immediately notify Xtrata.

6. Fees and Payment

The Customer will pay the Fees to Xtrata for the Services in accordance with this Clause.

Where Xtrata provides the Customer with an invoice, the Customer will pay each invoice within 30 days after the date of such invoice.

All amounts and Fees stated or referred to in this Agreement are exclusive of value added tax, which shall be added to Xtrata's invoice(s) at the appropriate rate.

If Xtrata has not received payment before expiry of the due date, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Bank of England Base Rate, and Xtrata may, without liability to the Customer, stop providing the Services where any invoices remain unpaid.

Xtrata shall be entitled to increase the Fees payable at any time during the term of this Agreement upon no less than 30 days prior written notice to the Customer.

7. Data Protection

The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.

8. Limitation of Liability

Xtrata does not exclude or limit any liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, or any other liability to the extent it cannot be excluded or limited by law.

Subject to the above, Xtrata's total liability under or in connection with this Agreement shall be limited to the total amount paid by the Customer under this Agreement in the 12 months preceding the claim.

9. Termination

Either party may terminate this Agreement by giving 30 days' written notice to the other party.

Xtrata may terminate this Agreement immediately if the Customer fails to pay any amount due under this Agreement or commits a material breach of this Agreement.

10. General

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

For any questions regarding these Terms of Service, please contact us at contact@xtrata.ai.