EULA

End User License Agreement

PLEASE READ THIS END USER LICENCE AGREEMENT (“EULA”) CAREFULLY.  IT CONTAINS IMPORTANT RIGHTS AND OBLIGATIONS REGARDING YOUR PURCHASE AND USE OF SAVVI.


This end-user licence agreement (the “EULA”) is a legal agreement between:

1. you, being the entity which has contracted to purchase licences to use Savvi in accordance with and subject to the conditions of this EULA (“End-user”/“you”/”your”); and 

2. savvi SaaS Limited incorporated and registered in England and Wales with company number 13073454 whose registered office is at c/o 86-90 Paul Street, London, United Kingdom, EC2A 4NE (“savvi SaaS" / “us” or “we”) for any of the products more particularly detailed on the website currently located at www.savvi.co (or such other URL as FL may provide from time to time) (the “savvi SaaS Products”).

We licence the use of Savvi to you on the basis of this EULA and subject to any rules or policies applicable from time to time and located at www.savvi.co/eula. We do not sell Savvi to you. We remain the owners of Savvi at all times.


IMPORTANT NOTICE

(a) By executing any agreement incorporating the terms of this EULA or by installing and/or using Savvi, you agree to the terms of this EULA which will bind you.

(b) If you do not agree to the terms of this EULA, we will not license Savvi to you and you may not use Savvi .

(c) If you are entering into this EULA on behalf of a legal entity, you represent that you have the authority to bind such entity and its group companies to the terms of this EULA and you accept to be fully responsible for the acts or omissions of the legal entity on behalf of which you have accepted this EULA.

(5) You should print a copy of this EULA for future reference.


AGREED TERMS

1. DEFINITIONS AND INTERPRETATIONS

1.1    The definitions and rules of interpretation in this clause apply in this EULA.

“Authorised Users” means those of your employees, partners agents and independent contractors who are authorised by you to use Savvi.


“Confidential Information” means information disclosed by (or on behalf of) one party to the other party in connection with or in anticipation of this EULA (including the terms of this EULA and any pricing arrangements) that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.


“Data Protection Laws” means the Data Protection Act 1998 implementing the Directive 95/46/EC on the protection of individuals with regard to the processing of personal data, the Privacy and Electronic Communications (EC Directive) Regulations 2003 implementing Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications (or as applicable any similar legislation in any jurisdiction implementing Directive 95/46/EC, Directive 202/58/EC or similar or analogous legislation) as may be amended, modified or replaced from time to time, and including all related codes of practice.


"Effective Date" means the earlier of either the date this EULA is accepted by you in accordance with its terms or the date you begin using Savvi.


"End User Data" means any data, information or material provided or submitted by you or anyone you have shared access to Savvi with to us in the course of using Savvi.


"Savvi" means the savvi SaaS Product(s) more particularly detailed at  www.savvi.co (or such other URL as we may make available from time to time) including the savvi SaaS Technology and all associated media, printed materials, and electronic documentation developed, operated, and maintained by us to which you are being granted access under this EULA.


"savvi SaaS Technology" means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) including all IPR made available to you by us in providing Savvi.


"IPR” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.


Licenses” means Savvi licenses purchased by you through www.savvi.co  which entitles Authorised Users to access and use Savvi in accordance with this EULA.


“License Start Date” means the first day of your use of Savvi which is confirmed by accepting the EULA when you log into Savvi through app.savvi.co for the first time.


"Quote" or "Order Form" means the service level and payment terms specified on www.savvi.co/pricing.


“Specification” means (if any) the functionality and performance specifications for Savvi as set out on the website currently located at www.savvi.co (or such other URL as we may provide from time to time).


“Workspace” means a feature within Savvi which enables the creation and sharing of Savvi boards with other Authorised Users within your organisation and / or with the organisation you wish to exchange information with. . 


1.2 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2. ACKNOWLEDGEMENT

2.1 The terms of this EULA apply to Savvi including any updates or supplements to Savvi, unless they come with separate terms, in which case those terms apply. If any open-source software is included in Savvi, the terms of an open-source licence may override some of the terms of this EULA.


2.2 We may change these terms at any time by sending you an email with details of the change or notifying you of a change using another method including in-app notifications in Savvi. The new terms will be displayed at www.savvi.co/eula and you may be required to read and accept them to continue your use of Savvi.

3. LICENCE GRANT AND RESTRICTIONS

3.1 Savvi is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. 


3.2 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-exclusive, non-transferable, worldwide right to use Savvi, solely for your own internal business purposes, subject to the terms and conditions of this EULA. All rights not expressly granted to you are reserved by us and our licensors.


3.3 You may not access Savvi if you are a direct competitor of ours, except with our prior written consent (which consent may be withheld in our absolute discretion). In addition, you may not access Savvi for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.


3.4 Except as expressly set out in this EULA or as permitted by any local law, you agree:


(a) not to copy Savvi except where such copying is incidental to normal use of Savvi, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Savvi ;

(c) not to make alterations to, or modifications of, the whole or any part of Savvi , or permit Savvi or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Savvi  or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of Savvi  with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving interoperability of Savvi  with another software program;

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any software that is substantially similar to Savvi 

(e) to include our copyright notice on all entire and partial copies you make of Savvi  on any medium;

(f) not to provide or otherwise make available Savvi  in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

(g) to comply with all technology control or export laws and regulations that apply to the technology used or supported by Savvi  (the “Technology”).

(h) not to (i) build a commercial or competitive product or service; (ii) build a product using similar ideas, features, functions or graphics as Savvi; or (iii) copy any ideas, features, functions or graphics which are proprietary to Savvi. 


3.5 You may use Savvi only for your internal business purposes and you shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan Horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of Savvi or the data contained therein; or (v) attempt to gain unauthorised access to Savvi or its related systems or networks.

4. AUTHORISED USERS AND LICENSES

In relation to the Authorised Users, you undertake that:

(a) the maximum number of Workspaces accessed by Authorised Users who use Savvi  shall not exceed the number of Licenses you have purchased from time to time.  Licenses are restricted and linked to the number of Workspaces you have activated where one Workspace equals one License;

(b) you will not allow or suffer any Workspace to be used by sharing information and collaborating with more than one of your customers. For example, if a Workspace is used to share information with www.barclays.co.uk you can not use that Workspace to also share information and collaborate with for example a user from www.hsbc.com ;

(c) you shall permit us to audit Savvi in order to establish the number of Authorised Users. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;

(d) if any of the audits referred to in 4 (c) above reveal that the number of Authorised Users exceeds the number of Licenses you have purchased, then without prejudice to our other rights, you shall promptly disable the number of Authorised Users that are in excess of the number of Licenses you have purchased.

5. YOUR RESPONSIBILITIES

5.1 You are responsible for all activity occurring under your Licenses and shall comply with all applicable laws, treaties and regulations in connection with your use of Savvi, including those related to data privacy, international communications and the transmission of technical or personal data. 


5.2 You shall: (i) notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Savvi  by you or your Authorised Users; and (iii) not impersonate another Authorised User or provide false identity information to gain access to or use Savvi.


5.3 You must:


(a) not use Savvi and/ in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into Savvi or any operating system;

(b) not infringe our IPR or those of any third party in relation to your use of Savvi and/  (to the extent that such use is not licensed by this EULA);

(c) not use Savvi and/ in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

(d) not collect or harvest any information or data from any of Savvi or our systems or attempt to decipher any transmissions to or from the servers running any of Savvi.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 savvi SaaS alone (and its licensors, where applicable) shall own all right, title and interest, including all related IPR, in and to the savvi SaaS Technology and Savvi and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Savvi . This EULA is not a sale and does not convey to you any rights of ownership in or related to Savvi and/or the savvi SaaS Technology or the Intellectual Property Rights owned by us. The savvi SaaS name, the savvi SaaS and savvi logos, and the Subscription Product names associated with Savvi are trademarks of savvi SaaS and savvi or third parties, and no right or license is granted to use them.


6.2 You acknowledge that you have no right to have access to Savvi in source-code form.

7. CONFIDENTIAL INFORMATION

The recipient of any Confidential Information will not disclose that Confidential Information, except to employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this EULA, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the disclosure the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

8. USER SUBSCRIPTION INFORMATION AND DATA PROCESSING

8.1 We do not own any data, information or material that you submit to Savvi in the course of using Savvi (the "Customer Data"). You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Upon termination for cause, Your right to access or use Customer Data via Savvi immediately ceases, and we shall have no obligation to maintain or forward any Customer Data.


8.2 Insofar as we process personal data on behalf of the Authorised End Users pursuant to this EULA, we shall be the data processor and shall:

(a) undertake such processing in accordance with the Authorised End User’s reasonable written instructions;

(b) process such personal data only to the extent, and in such manner, as is necessary to comply with its obligations under the terms of this EULA;

(c) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

(d) provide the Authorised End User with all reasonable assistance in dealing with subject access requests pursuant to the Data Protection Laws and promptly inform the Authorised End User of any request which it receives for disclosure of personal data directly from a data subject. The Authorised End User shall respond to all such information requests in accordance with Data Protection Laws.


References to the terms 'personal data', 'data processor’, 'processing' and 'data subject' in this clause 4 shall be construed in accordance with the meanings attributed to them in the Data Protection Act 1998.

9. THIRD PARTY INTERACTIONS

9.1 During use of Savvi, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. savvi SaaS and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through Savvi or savvi SaaS Technology. 


9.2 We provide these links to you only as a matter of convenience, and in no event shall savvi SaaS or its licensors be responsible for any content, products, or other materials on or available from such sites. We provide Savvi to you pursuant to the terms and conditions of this EULA. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licence or other terms prior to your use of or access to such software, hardware or services.

10. CHARGES AND PAYMENT OF FEES

10.1 You shall pay all fees or charges in accordance with the fees, charges, and payment terms in effect with savvi SaaS at the time of purchase of Savvi.


10.2 Savvi are purchased on an annual subscription (each a “12 Months Period”) which commences on the first day of the month during which the licences are purchased and automatically renews for further 12 Months Periods unless you notify us or your Reseller 45 days before the end of the then current 12 Months Period that you wish to cancel your annual subscription for Savvi for the next 12 Months Period. The fees are based on a price set out on www.savvi.co and are payable yearly in advance.  You may add Licenses during a 12 Months Period.  


10.3 All payment obligations are non-cancelable and all amounts paid are non-refundable.


10.4 We reserve the right to modify its fees and charges and to introduce new charges at any time, upon at least 60 days prior notice to you (the “New Fees”).  The New Fees shall come into effect on the first day of the next 12 Months Period as defined in clause 10.2 above. 


10.5 All purchases and payments are to be made through www.savvi.co unless otherwise agreed in writing. If invoicing is agreed by us, and unless stated otherwise on the applicable invoice, you shall pay each invoice submitted to you by us in full within 30 days of the date of the invoice.


10.6 Unless stated otherwise on the applicable invoice or otherwise mutually agreed between the parties in writing, all payments due to us shall be in pounds sterling or such currency as agreed through the online order made on www.savvi.co


10.7 Without prejudice to any other right or remedy that it may have, if you fail to pay us on the due date, savvi SaaS may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from the due date until the date of actual payment, whether before or after judgement, on any charges for Savvi which is overdue.


10.8 Unless otherwise stated, all fees and charges do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (together the "Taxes"). Fees  and charges do not include foreign currency exchange fees in connection with non-pounds sterling payments or other fees levied by any financial institution such as wire transfer fees for payment of Savvi from you to us (together the "Bank Fees"). You are responsible for paying all Taxes and Bank Fees associated with your purchases of Savvi pursuant to this EULA.  If we have the legal obligation to pay or collect Taxes or pay Bank Fees for which you are responsible under this clause 10.8, the appropriate amount shall be invoiced to and paid by you. You shall be exempt from such Taxes if you provide us with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against it based on our income, property and employees.


10.9 In addition to any other rights savvi SaaS may have at law or pursuant to this EULA, savvi SaaS reserves the right to suspend or terminate this EULA and your access to Savvi if you fail to pay any sums due under this EULA. 

11. TERM AND TERMINATION

11.1 This EULA commences on the Effective Date and continues until all Licenses granted in accordance with this EULA have expired or been terminated. 


11.2 All Licenses shall automatically renew in the manner set out in clause 10.2 above.


11.3 Without prejudice to any other rights or remedies which the parties may have, either party may suspend or terminate this EULA without liability to the other immediately on giving notice to the other if:

(a)    (i) the other party is in material breach of this EULA where the breach is incapable of remedy; or (ii) the other party is in material breach of EULA where the breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice of such breach; or

(b)    the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or

(c)    any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.


11.4 Termination of this EULA shall not affect your obligation to pay any outstanding fees or charges due to savvi SaaS pursuant to this EULA.


11.5 On termination of this EULA:


(a) you shall, within a reasonable time, return all of our Content to savvi SaaS;

(b) all rights granted to you under this EULA shall cease;

(c) you must immediately cease all activities authorised by this EULA, including your use of any Savvi .

(d) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.


12. LIMITED WARRANTIES

12.1 Each party represents and warrants that it has the legal power and authority to enter into this EULA. 


12.2 savvi SaaS warrants for a period of 90 days from the Effective Date (the “Warranty Period”) that it will provide Savvi  in a manner consistent with general industry standards reasonably applicable to the provision of similar products and services and that Savvi will perform substantially in accordance with the online savvi SaaS documentation under normal use and circumstances. 


12.3 If within the Warranty Period, you notify us in writing of any defect or fault in Savvi as a result of which it fails to perform substantially in accordance with the Specification, you will be entitled to a new version of the savvi SaaS Subscription Product or a full refund (at our sole discretion). The warranty does not apply:


(a) if the defect or fault in Savvi  results from you having amended Savvi  ;

(b) if the defect or fault in Savvi  results from you having used Savvi in contravention of the terms of this EULA;


12.4 You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to Savvi and that your billing information is correct.


13. LIMITATION OF LIABILITY AND DISCLAIMER

13.1    This clause 13 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the other in respect of:

(a)    any breach of this EULA;

(b)    any use made by you of Savvi ; and

(c)  any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.


13.2   Nothing in this EULA limits or excludes either party's liability for:

(a)    death or personal injury resulting from negligence; or

(b)    fraud or fraudulent misrepresentation; or

(c)    misuse of Confidential Information; or

(d)  payment of sums properly due and owing to the other in the course of normal performance of this EULA.


13.3    Subject to clause 13.1 and clause 13.2, neither party shall be liable under this EULA (whether in contract, tort or otherwise) for any:   

(a)  loss of profit;

(b)  loss of anticipated savings;

(c)  loss of business opportunity;

(d)  loss of or corruption of data;

(e)  loss or damage resulting from third party claims except for any claims relating to the infringement by Savvi of third party intellectual property rights. savvi agrees to indemnify you for any such third party claims, costs and damages; or

(f)  indirect or consequential losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this EULA).


13.4   Either party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement or any applicable Order Form shall be limited to the greater of: £50,000 or 125% of the total amount paid and payable by you in the 12 Months Period during which a claim giving rise to liability arose. 


13.5 savvi SaaS and its licensors make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of Savvi .  


13.6 savvi SaaS and its licensors do not represent or warrant that: (a) the use of Savvi will be secure, timely, uninterrupted or error-free or operate in combination with any hardware, software, system or data; (b) Savvi will meet your requirements or expectations; (c) Savvi or the servers that make Savvi available are free of viruses or other harmful components.


13.7 No conditions, warranties or other terms apply to any Savvi supplied by savvi SaaS under this EULA unless expressly set out in this EULA. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). 


13.8 Savvi may be subject to limitations, delays and other problems inherent in the use of the Internet and Electronic Communications.  We are not responsible for any delays, delivery failures or other damage resulting from such problems.

14. GENERAL

14.1     All notices of termination or breach must be in English, in writing, and sent to parties’ address as notified by either party in accordance with this clause.   We may give notice by means of a general notice on Savvi, by electronic mail to your e-mail address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in our account information.  All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.


14.2 Neither party may subcontract, assign or transfer any of its rights or obligation under this EULA without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed).


14.3 Except as expressly stated otherwise, nothing in this EULA shall create or confer any rights or other benefits in favour of any person other than the parties to this EULA.


14.4 Except as expressly stated otherwise, nothing in this EULA shall create an agency, partnership or joint venture of any kind between the parties.


14.5 Neither party shall be liable for failure to perform or delay in performing any obligation under this EULA if the failure or delay is caused by any circumstances beyond its reasonable control.


14.6 Failure or delay in exercising any right or remedy under this EULA shall not constitute a waiver of such (or any other) right or remedy.


14.7    The invalidity, illegality or unenforceability of any term (or part of a term) of this EULA shall not affect the continuation in force of the remainder of the term (if any) and this EULA.  


14.8 You grant us the right to use your name, mark and logo on our website, in our marketing materials, and to identify you as a customer of savvi SaaS; provided, however, that any such use must be pre-approved by you in writing (such approval not to be unreasonably withheld or delayed).


14.9 This EULA sets out all terms agreed between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this EULA it has not relied on, and shall have no right or remedy in respect of, any statement, representation or warranty (whether made negligently or innocently) not expressly set out in this EULA.


14.10 This EULA and all disputes and claims arising out of or in connection with them are governed by English law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the English courts.

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