The following contractual terms are intended to explain our obligations as a Supplier and your obligations as a Customer. Please read them carefully.
These terms are binding on any use of the Services and apply to you as a Customer from the time that we provide you with access to the Services.
Any defined terms used herein are as set out in, and are construed in accordance with, the following Interpretation clause (Clause 1), save as otherwise specified. Any references to 'you' and 'your' shall, where the context permits, mean you as the Customer.
These terms are of continuing effect, nevertheless we reserve the right to change these terms at any time, effective upon the posting of modified terms to you and we will make every effort to communicate these changes to you via email or notification via our website. It is likely that these contractual terms will change over time. It is your obligation to ensure that you have read and understood the most recent terms available. Unless notified to the contrary you are deemed to have accepted any such changes and variations, as the case maybe.
By registering to use the Services and clicking upon the acceptance box at the foot of these contractual terms you acknowledge that you have read and understood these contractual terms and have the authority to act on your part or on behalf of any person or entity for whom you are using the Services. You are accordingly deemed to have agreed to these terms on your own part and on behalf of any person or entity for whom you use or are using the Services.
(A) The Supplier has developed certain software applications and web based platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of administration of workplace pensions, savings and investments, human resources and employment facilities.
(B) The Customer wishes to use the Supplier's service in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's services subject to the terms and conditions of this Agreement.
| 1. | INTERPRETATION |
|---|---|
| 1.1 | The definitions and rules of interpretation in this clause apply in the Agreement. |
| Agreement: the agreement made between the Supplier and the Customer to which these Terms and Conditions relate and apply. | |
| Business Day: any day which is not a Saturday, Sunday or public holiday in the UK. | |
| Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions. | |
| Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in accordance with clause 10. | |
| Continuing Term: a period of thirty six months from the expiry of the Initial Term or any Continuing Term, as the case maybe. | |
| Customer: means the entity comprising the signatory to this Agreement effected by way of clicking upon the acceptance box at the foot of these contractual terms. | |
| Customer Data: the data inputted by the Customer or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. | |
| Delegated Authority: the provision of authority by the Customer, for the Supplier to provide and undertake on behalf of the Customer certain administrative functions in respect of the Services as more particularly set out in Schedule 3. | |
| Documentation : the documentation and information made available to the Customer by the Supplier for the Customer's own business use online via the web address designated as 'https://huskyfinance.com/terms' or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services. | |
| Effective Date for Automatic Enrolment: the Customer's effective date under the automatic enrolment legislation, either the Customer's Staging Date or Duties Start Date as appropriate. | |
| Equipment: the Supplier's server and other hardware upon which the Customer Data and Documentation will be installed and maintained. | |
| Financial SatNav t/a Husky Finance: the provider of the software, applications and web based platform forming part of, and by which, the Services are supplied to the Supplier and the Customer. | |
| Initial Term: the term set out in clause 13.1. | |
| Intellectual Property Rights: any rights in or to any patent, copyright, database rights, design rights, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, moral right, know how or confidential information and any other rights in respect of any other industrial or intellectual property, whether registerable or not and where ever existing in the world and including all rights to apply for any of the foregoing rights. | |
| Link: all and any technological or telecommunications links or facilities utilised in the provision of the Services including, without limitation, the internet. | |
| Ongoing Monthly Fees: the fees payable by the Customer to the Supplier for the ongoing use of the Services. | |
| Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day. | |
| Notice: the service by one party of not less than ninety days prior written notice to the other determining upon the expiry of either the Initial Term or any Continuing Term. | |
| Services: the subscription services provided by the Supplier to the Customer under this Agreement via https://huskyfinance.com/terms or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation. | |
| Sign-Up Fees: the fees payable by the Customer to the Supplier for the preliminary sign on facilities of the Services. | |
| Supplier: means Financial Satnav Limited t/a Husky Finance. | |
| Support Services : the Supplier's service for providing support in relation to the Services as may be notified to the Customer from time to time details of which being set out in Schedule 1. | |
| Use Policies : the Supplier's privacy, security and related policies available at https://huskyfinance.com/terms or such other website address as maybe notified to the Customer from time to time. | |
| Virus : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. | |
| Website Terms and Conditions : the Supplier's terms and conditions of usage of (details of which being available at) https://huskyfinance.com/terms or such other website address as maybe notified to the Customer from time to time. | |
| 1.2 | Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions. |
| 1.3 | A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. |
| 1.4 | A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
| 1.5 | Words in the singular shall include the plural and vice versa. |
| 1.6 | A reference to one gender shall include a reference to the other genders. |
| 1.7 | A reference to a statute, statutory provision, statutory order, or order is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
| 1.8 | A reference to writing or written includes faxes but not e-mail. |
| 1.9 | References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. |
| 2. | GRANT |
| 2.1 | Subject to: i) clause 9.1; ii) the restrictions set out in this clause 2; and iii) the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer, a non-exclusive, non-transferable right to permit the Customer to use the Services and the Documentation during the term of this Agreement solely for the Customer's internal business operations. |
| 2.2 | The Customer shall: |
| 2.2.1 | comply with and observe the Use Policies (where so applicable) and Website Terms and Conditions; and |
| 2.2.2 | (without prejudice to the generality of the provisions of clause 2.2.1) not access, store, distribute or
transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access (as the case maybe) to any material that breaches the provisions of this clause. |
| 2.3 | The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and |
| 2.4 | The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. |
| 2.5 | The rights provided under this clause 2 are granted to the Customer and shall not be considered granted to any subsidiary or holding company of the Customer. |
| 3. | SERVICES |
| 3.1 | The Supplier shall, during the term of this Agreement, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement. |
| 3.2 | The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least two (2) Normal Business Hours' notice in advance. |
| 3.3 | In consideration of fees set out in this Agreement, the Supplier will, as part of the Services, provide the Customer with the Support Services during Normal Business Hours. As and when appropriate having referred the matter to the Customer the Supplier may amend the Support Services in its sole and absolute discretion from time to time. The Customer shall not be entitled to make any amendment or variation to the Support Services. |
| 3.4 | The Supplier shall be responsible for all management and operational requirements which may be necessary in order to ensure that access to https://huskyfinance.com and all relevant sub-domains is available as contemplated by this Agreement. The Supplier shall not however be responsible for any non-availability which is attributable to the Link, unless such non-availability is directly attributable to the Supplier. |
| 3.5 | The Customer agrees that in order to enable the Supplier to perform the Services it may be necessary for the Supplier to upgrade the Software. Therefore from time to time the Supplier may make available to the Customer software updates. However, save as provided in clause 3.6, the Customer shall accept such software updates without variation. |
| 3.6 | If the Supplier in its sole discretion, to be exercised reasonably, considers it necessary or desirable as a result of any changes in any law or in the interpretation of any law by (including any opinion as to the proper interpretation of any law expressed by) any regulatory authority, (including without limitation the Information Commissioner and/or the Financial Conduct Authority), it may from time to time make changes to the Software and the Customer shall accept the software relative to such requirements without variation. |
| 4. | CUSTOMER DATA |
| 4.1 | The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. |
| 4.2 | The Supplier shall follow its archiving procedures for Customer Data in accordance with its standard backup arrangements (which may be amended by the Supplier in its sole discretion from time to time). In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with such archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). |
| 4.3 | The Supplier shall, in providing the Services, comply with its Use Policies in the processing of the Customer Data, and reserves the right to amend such documents from time to time in its sole discretion. |
| 4.4 | If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor in all such respects and in any such case: (a) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf; (b) the Customer shall give their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (c) the Supplier shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and (d) The Customer agrees and acknowledges that the Supplier may communicate directly with any Customer nominated representative for the purposes of undertaking all or any of the administration functions comprised within the Delegated Authority (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. |
| 4.5 | The Customer will procure and ensure that the provision of all personal data to the Supplier shall be in a technical format acceptable to, and to the reasonable satisfaction, of the Supplier. |
| 5. | THIRD PARTY PROVIDERS |
| The Customer acknowledges that the Services may enable or assist the Customer to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. | |
| 6. | SUPPLIER'S OBLIGATIONS |
| 6.1 | The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. |
| 6.2 | The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier: (a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet any of their respective requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. |
| 6.3 | This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. |
| 6.4 | The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. |
| 6.5 | The Supplier shall provide the Support Services until this Agreement expires or is terminated. |
| 7. | CUSTOMER'S OBLIGATIONS |
| The Customer shall: (a) provide the Supplier with: (i) all necessary co-operation in relation to this Agreement, including the provision of all such information, materials, facilities and other assistance as the Supplier may reasonably request in order to assist the Supplier in its performance of its obligations under this Agreement; and (ii) all necessary access to such additional information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to its activities under this Agreement; (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that they use the Services and the Documentation, including Website Terms and Conditions and Use Policies, in accordance with the terms and conditions of this Agreement and shall be responsible for any breach of any of the aforementioned terms conditions and policies; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. | |
| 8. | CHARGES AND PAYMENT |
| 8.1 | The Customer shall provide to the Supplier approved purchase order information or such other payment facility
acceptable to the Supplier together with any other relevant valid, up-to-date and complete contact and billing
details and, if the Customer provides its approved purchase order or related information to the Supplier,
the Supplier shall either: i) in the event that the Parties have agreed payment terms via invoice, the Supplier shall invoice the Customer: (a) for the Sign-up Fees; and (b) at sign-up and on a monthly basis thereafter for the Ongoing Monthly Fees, and the Customer shall pay each invoice within 30 days of the date of such invoice, or, ii) in the event the Customer has undertaken to pay by credit or debit card or by direct debit, the Sign-up Fees will fall due immediately and the first instalment of the Ongoing Monthly Fees will fall due on the date of sign-up and then subsequent instalments paid monthly thereafter. |
| 8.2 | If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer (and as the case maybe) disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. The parties agree that such interest rate is in substitution for any statutory interest that may be applicable to the Agreement and is a fair and reasonable rate in the circumstances. |
| 8.3 | All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.4(b) and are non-cancellable and non-refundable; and (c) are exclusive of any applicable value added tax and any other taxes and duties, which shall be added to the Supplier's invoice(s) at the appropriate rate. |
| 8.4 | The Supplier shall be entitled to increase the Ongoing Monthly Fees upon each anniversary of the date of this Agreement, upon 90 days prior notice to the Customer. |
| 9. | PROPRIETARY RIGHTS |
| 9.1 | The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the Documentation and the Software (including any updated software). Except as expressly stated herein, this Agreement does not grant the Customer any rights to or in the Intellectual Property Rights, or any other rights or licences in respect of the Services, the Documentation and the Software as aforesaid. |
| 9.2 | The Supplier confirms that it has all the rights in relation to the Services, the Documentation and Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement. |
| 10. | CONFIDENTIALITY |
| 10.1 | Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. |
| 10.2 | Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. |
| 10.3 | Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. |
| 10.4 | Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. |
| 10.5 | The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information. |
| 10.6 | The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. |
| 10.7 | This clause 10 shall survive termination of this Agreement, howsoever arising. |
| 11. | INDEMNITY |
| 11.1 | The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation and the Customer Data, provided that: (a) the Customer is given prompt notice of any such claim; (b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. |
| 11.2 | The Supplier shall defend the Customer against any claim that the Services, Documentation or Software infringes any United Kingdom Intellectual Property Right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) the Supplier is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and (c) the Supplier is given sole authority to defend or settle the claim. |
| 11.3 | In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on five (5) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. |
| 11.4 | In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than the Supplier; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority. |
| 11.5 | The foregoing and clause 12.4(b) state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Right or right of confidentiality. |
| 12. | LIMITATION OF LIABILITY |
| 12.1 | This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer: (a) arising under or in connection with this Agreement; (b) in respect of any use made by the Customer of the Services, by way of sub-licence or otherwise the Documentation and the Software or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. |
| 12.2 | Except as expressly and specifically provided in this Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Services, the Documentation and the Software by the Customer and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer or the Agreed Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (c) the Services, the Documentation and the Software are provided to the Customer on an "as is" basis. |
| 12.3 | Nothing in this Agreement excludes the liability of the Supplier: (a) for death or personal injury caused by the Supplier's negligence; or (b) for fraud or fraudulent misrepresentation. |
| 12.4 | Subject to clause 11.2 and clause 11.3: (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and (b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid during the twelve (12) months immediately preceding the date on which the claim arose. |
| 12.5 | Each Party warrants to the other that (i) it has full power and authority, and has obtained all such licences and consents necessary for it to enter into this Agreement; (ii) it will use all reasonable commercial endeavours to perform its obligations under this Agreement with reasonable skill and care; and (iii) it will not knowingly introduce any Virus or other element designed to disrupt the orderly operation of, or impair the integrity of the Software. |
| 13. | TERM AND TERMINATION |
| 13.1 | This Agreement takes effect upon Customer sign-up and remains in force for a period of thirty six (36) months (the "Initial Term"). |
| 13.2 | In the absence of the service of Notice prior to the expiry of the Initial Term or any Continuing Term this Agreement will continue for a further period of thirty six months. |
| 13.3 | Without prejudice to any other rights or remedies to which the Supplier may be entitled the Supplier may terminate this Agreement without liability if the Customer commits a material breach of any of the terms of clause 2 of this Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing of the breach. |
| 13.4 | Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. |
| 13.5 | The Supplier shall be entitled, without prejudice to any other rights or remedies available to it, to terminate this Agreement in the event that personal data is not provided to it in accordance with clause 4.5. |
| 13.6 | On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) subject to any regulatory requirement, order, or other direction (of whatsoever nature) from any entity of competent jurisdiction or regulatory or similar authority, the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. |
| 14. | FORCE MAJEURE |
| The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial action or disputes (whether involving the workforce of the Supplier or any other party), failure of any third party, including (without limitation) utility service or transport or information technology or telecommunications network or services (including failure to supply data), act of God, war, riot, civil commotion, governmental action, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, explosion, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. | |
| 15. | WAIVER |
| 15.1 | A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. |
| 15.2 | Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law. |
| 16. | SEVERANCE |
| 16.1 | If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. |
| 16.2 | If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. |
| 17. | ENTIRE AGREEMENT |
| 17.1 | this Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. |
| 17.2 | Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. |
| 18. | ASSIGNMENT |
| 18.1 | The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. |
| 18.2 | The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. |
| 19. | NO PARTNERSHIP OR AGENCY |
| Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). | |
| 20. | THIRD PARTY RIGHTS |
| This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. | |
| 21. | NOTICES |
| 21.1 | Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address, or such other address as may have been notified by that party for such purposes. |
| 21.2 | A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. |
| 22. | GOVERNING LAW AND JURISDICTION |
| 22.1 | this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England. |
| 22.2 | The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). |
Fees are made up of a Sign-up Fee and an Ongoing Monthly Fee, each depending on the Customer's total number of workers. The Sign-up Fee is determined by the total number of workers at sign-up; the Ongoing Monthly Fee is determined by the total number of workers for the given month the service is being provided.
Pricing and currency for the Services shall be at the list prices as communicated by Husky to the Customer from time to time.
Pricing for Additional Services shall be communicated to the Customer at the time of request and shall be valid for the period communicated by Husky.
Husky reserves the right to make annual increases to the Charges as from the first anniversary of the Commencement Date or thereafter, such charges to be no greater than CPI or 3% (whichever is greater ).
Husky reserves the right to charge addition fees if the Customer's Effective Date for Automatic Enrolment is less than 1 month after sign-up, or if the Customer's Effective Date for Automatic Enrolment has passed; these will be communicated to the Customer as part of the sign-up process.
Ongoing Monthly Fees are payable from the start of the Initial Term and monthly thereafter in accordance with the provisions of Clause 8.1.ii
The provision of direct access to the Supplier's Client Support Team, to accommodate any technical issues relating to and arising whilst using the Supplier's platform. This Service will be provided at no extra charge. The Client Support Team's working hours are 9.00am to 5.30pm Monday to Friday. The team is contactable on:
Tel: 0800 044 8114
Email: support@huskyfinance.com
Any additional support required from the Supplier's Client Services Team to provide assistance to the Customer in respect of their use of the Supplier's platform will be limited to technical, set up and systems enquiries, which will be provided at no extra charge. Any additional support for Customers beyond the scope of such technical, set up and system enquiries will be available upon request and will be chargeable at an hourly rate of £50.00 + VAT. This rate may increase depending upon the level of support volumes requested.
The following functions may be carried out by the Supplier for the provision of Services, of which some will be on behalf of, and at the direction of, the Customer.
I Accept and Agree to the foregoing contractual terms.