We are ITSM Ltd trading as "ImproveDesk", a company incorporated in England and Wales with Company Number 17339600 and registered office address of 167-169 Great Portland Street, London, England, W1W 5PF ('ImproveDesk", 'we', 'our' or 'us') and we provide a continual improvement register designed to enable organisations to log, track, prioritise, and resolve operational, security, and service delivery enhancements in alignment with ISO 27001, ISO 20000, and Service Integration and Management (SIAM) standards known as ImproveDesk and as described on our website https://improve-desk.com/ (Solution).

These terms and conditions (Terms) govern your access to the ImproveDesk Solution (Subscription). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Solution (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 14. Please ensure you contact us if you want to cancel your Subscription.

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) By clicking the "I accept these Terms" button on our Solution, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of ('Client', 'you' or 'your') and us.

(c) We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

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

(i) you have the legal capacity and authority to enter into a binding contract with us; and

(ii) you are authorised to use the payment you provided when purchasing a Subscription.

(b) The Solution is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Solution. By using the Solution, you represent and warrant that you are over the age of 18 years.

(c) Please do not access the Solution if you are under the age of 18 years old or if you have previously been suspended or prohibited from using the Solution.

(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 14.

(b) Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice prior to the Renewal Date.

4. THE SOLUTION

4.1. SCOPE OF your subscription

(a) We will provide you, to the extent described in your Subscription Tier, the ImproveDesk Software, Templates, and Support (Solution).

(b) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2. CHANGES TO THE SOLUTION

(a) (Enhancements and Customisations) The Provider may from time to time in its absolute discretion install enhancements to the Solution, where enhancements mean any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client's request). The Solution operates on a single, common codebase for all customers of the Provider, and the Provider does not offer bespoke, Client-specific software development as part of the Solution.

(b) (Accounts) To use the Solution, you may be required to sign-up, register and receive an account through the Solution (an Account). You may invite additional users to access the Account and designate their respective user roles within the Solution, and each invited user will be required to set up their own account (User Account).

4.3. LICENCE

During the Term, the Provider grants to the Client a non-exclusive, non-transferable licence to use the Solution and Documentation and to provide access to the Solution.

4.4. HOSTED SERVICES

The Provider will store Client Data using a third-party hosting service selected by the Provider (Hosting Service), subject to the following terms:

(a) (hosting location) The Client acknowledges and agrees that the Provider may host the Software via cloud-based services which use storage servers located in and potentially outside England and Wales.

(b) (service quality) While the Provider will use its best efforts to select an appropriate hosting provider, the Provider does not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.

(c) (security) The Provider will use its best efforts to ensure that Client Data is stored securely. However, the Provider does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(d) (backups and disaster recovery) In the event that Client Data is lost due to a system failure (e.g., a database or webserver crash), the Provider cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

4.5. SUPPORT SERVICES

(a) The Provider will provide standard support to the Client during the Term for general queries relating to the use of the Software (Support).

(b) Support is provided through a consolidated support portal, which is automatically created for the Client upon set up of the Client's account with the Software, and the level and priority of Support provided will be determined by the Client's Subscription Tier from time to time.

(i) the Provider does not offer any guaranteed response or resolution times for Support requests, and there is no service level agreement in respect of Support under this agreement;

(ii) the Provider will take reasonable steps to provide Support where necessary during the Term;

(iii) the Client must first endeavour to resolve any issues with the Software internally and the Provider will not assist with issues that are beyond its reasonable control; and

(iv) the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software.

4.6. SUBCONTRACTING

The Provider may subcontract any aspect of providing the Solution and the Client hereby consents to such subcontracting.

5. CLIENT OBLIGATIONS

5.1. GENERAL

The Client:

(a) must provide the Provider with all documentation, information and assistance reasonably required by the Provider to provide the Solution.

(b) must provide the Provider with access to the Client's Personnel, to the extent required to provide the Software and perform the Support; and

(i) breach any applicable laws, rules or regulations (including any applicable privacy laws); or

(ii) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

5.2. USERS AND AUP

(a) The Client must, and must ensure that all Users:

(i) comply with this agreement (including the AUP) at all times; and

(ii) notify the Provider without delay whenever it becomes aware of any case of a breach of this clause 5 or otherwise any illegal or unauthorised use of the Solution.

(b) The Client acknowledges and agrees that the Provider will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify the Provider for any such damage, loss or expense.

5.3. USE OF SOLUTION

The Client must not, and must not encourage or permit any User or any third party to, without the Provider's prior written approval:

(a) upload sensitive information or commercial secrets to the Software;

(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;

(d) make copies of the Documentation or the Solution;

(e) adapt, modify or tamper in any way with the Solution;

(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;

(g) create derivative works from, translate or reproduce the Solution or Documentation;

(h) publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;

(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party;

(j) decompile or reverse engineer the Solution 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 Solution;

(l) permit any person other than Users that the Client has invited to create an account and use or access the Solution or Documentation;

(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;

(n) share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client, must immediately notify the Provider of any unauthorised use of it or its User's account, password or email, or any other breach or potential breach of the Software's security;

(o) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor

(p) act in any way that may harm the Provider's reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

5.4. CLIENT DATA

By providing or posting Client Data, the Client represents and warrants that, and must ensure that all Users make equivalent representations and warranties:

(a) the Client is 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;

(d) the Client Data does not infringe any Intellectual Property Rights, including copyright, trademarks, 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, or otherwise compromise the security or integrity of the Solution or any network or system; and

(f) the Client Data does not breach or infringe any applicable laws;

6. THIRD PARTY SOFTWARE AND TERMS

(a) The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Solution.

(b) The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and the Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

(i) the Client must immediately notify the Provider if it does not agree to such Third Party Terms; and (ii). if the Provider does not receive a notice in accordance with clause 6(c)(i), the Client will be taken to have accepted those Third Party Terms, and the Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

(d) The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect the Provider's ability to meet any agreed schedules for delivering the Solution.

(e) The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. The Provider cannot guarantee that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay.

(f) The Client agrees that the Provider will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.

(g) If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:

(i) the Client acknowledges and agrees that Client Solution Changes can have adverse effects on the Solution, including the Software;

(ii) the Client indemnifies the Provider in relation to any loss or damage that arises in connection with the Client Solution Changes;

(iii) the Provider will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;

(iv) the Provider may require the Client to change or remove Client Solution Changes, at the Provider's discretion, and if the Provider does so, the Client must act promptly;

(v) the Provider may suspend the Client's access to the Solution until the Client has changed or removed Client Solution Changes; and/or

(vi) the Provider may change or remove any Client Solution Changes, in its absolute discretion. the Provider will not be liable for loss of data or any other loss or damage the Client may suffer in relation to the Provider's amendment to, or removal of, any User Software Change.

7. PAYMENT

7.1. SUBSCRIPTION FEES

(a) You must pay subscription fees to us in the amounts specified on our Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind.

(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

7.2. AUTOMATIC RECURRING BILLING

Subject to clause 7.3:

(a) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 14.

(b) While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

7.3. CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us.

7.4. LATE PAYMENTS

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 7.

7.5. ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

(b) You acknowledge agree that:

(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here: https://stripe.com/gb/legal/ssa.

(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment; and

(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

8. INTELLECTUAL PROPERTY

8.1. CLIENT DATA

(a) The Client grants to the Provider (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.

(b) The Client:

(i) warrants that the Provider's use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and

(ii) indemnifies the Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

8.2. PROVIDER IP

(a) The Client will not under this agreement acquire Intellectual Property Rights in any the Provider IP.

(b) The Provider grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the Provider IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.

(c) (Feedback) If the Client provides the Provider with any feedback, comments or suggestions relating to the Solution, the Client agrees that the Provider may use, incorporate and exploit that feedback for any purpose without restriction or compensation, and that providing feedback does not grant the Client any right, title or interest in the Provider IP or Developed IP.

8.3. DEFINITIONS

For the purposes of this clause 8:

(a) "Developed IP" means any materials produced by the Provider in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.

(b) "Provider IP" means all materials owned or licensed by the Provider that is not Developed IP and any Intellectual Property Rights attaching to those materials.

9. CONFIDENTIALITY

9.1. 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 to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.

(b) This clause does not apply to:

(i) information which 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 fulfilling its obligations under this agreement (Additional Disclosees).

9.2. BREACH

If either party becomes aware of a suspected or actual breach of this clause 9 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.

10. PRIVACY and DATA PROTECTION

10.1. CLIENT DATA

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms "controller", "processor", "process" and "personal data" shall have the meanings given to those terms in such Data Protection Legislation.

(b) During and after the delivery of the Services, the Client agrees that the Provider will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

(i) the Provider providing Services;

(ii) the Provider and/or its subcontractors and third party suppliers use the contact details the Client and the Client's representatives to send marketing materials or other publications;

(iii) the Provider may process personal data concerning its other clients and contacts in other ways for its own business purposes;

(iv) the Provider may process and transfer personal data as necessary to effect a re-organisation of its business; and

(v) the Provider may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.

(c) The Client's instructions are taken to include the use by the Provider, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.

(d) By accepting this agreement the Client gives positive consent for the Provider to obtain, store and process information about the Client as described in this clause 10.

(e) Each party shall comply with the terms of the Data Protection Legislation.

10.2. THIRD PARTY DATA

(a) During and after the delivery of Services, there may be limited occasions where the Provider may process on the Client's behalf as a processor any personal data the Client have provided to the Provider. The Provider will advise the Client in writing where the Provider believes the Provider may act as a processor and any such processing shall be in accordance with, and subject to, this clause 10.2 and Schedule 3.

(b) The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the processing, before providing the Provider with personal data.

(c) The Client warrants, in relation to the personal information and all other data that it provides to Provider in connection with this agreement (Third Party Data), that:

(i) the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;

(ii) the Client is not breaching any Law by providing Provider with Third Party Data;

(iii) Provider will not breach any Law by performing the Services in relation to any Third Party Data;

(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Client has notified Provider of this, and Provider has agreed to perform the Services in respect of that data (being under no obligation to do so); and

(v) Provider will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.

(d) The Client agrees at all times to indemnify and hold harmless Provider and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 10.2(a).

(e) The Client and the Provider acknowledge that in respect of any Third Party Data and for the purposes of the Data Protection Legislation, the Client is the controller and the Provider is the processor.

(f) The Client and the Provider will comply with the Data Protection Legislation.

(g) The Provider shall, in relation to any Personal Data processed in connection with this clause 10.2:

(i) process that Personal Data only on written instructions of the Client as detailed in Schedule 1, as updated from time to time;

(ii) keep the Personal Data confidential;

(iii) comply with the Client's reasonable instructions with respect to processing Personal Data;

(iv) not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Provider ensures that:

(A) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or

(B) there are appropriate safeguards in place for the transfer of Personal Data; or

(D) one of the derogations for specific situations applies to the transfer;

(v) assist the Client at the Client's cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(v) notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Provider's or Client's compliance with the Data Protection Legislation;

(vii) at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and

(viii) maintain complete and accurate records and information to demonstrate compliance with this clause 10.2 and allow for audits by the Client or the Client's designated auditor.

(h) The Provider shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Client, 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 from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

(i) pseudonymising and encrypting Personal Data;

(ii) ensuring confidentiality, integrity, availability and resilience of its systems and services; (iii) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and (iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it. (j) The Client agrees that any subcontractor appointed under clause 4.6 is a third-party processor of Personal Data under this agreement.

11. WARRANTIES

11.1. SERVICE LIMITATIONS

The Solution is made available to the Client strictly on an 'as is' basis. Without limitation, the Client acknowledges and agrees that the Provider cannot guarantee that:

(a) the Solution will be free from errors or defects;

(b) the Solution will be accessible at all times;

(d) information received or supplied through the Solution will be secure or confidential; or

(e) any information provided through the Solution is accurate or true.

11.2. CORRECTION OF DEFECTS

(a) The Provider will correct any errors, bugs or defects in the Solution which arise during the Term, and which are notified to the Provider by the Client unless the errors, bugs or defects:

(i) result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by the Provider;

(ii) result from any misuse of the Solution; or

(iii) result from the use of the Solution by the Client other than in accordance with this agreement or the Documentation.

(b) The Client agrees to provide the Provider and its Personnel reasonable access to its premises, Personnel and IT systems to assist the Provider in correcting any defects in the Solution.

11.3. EXCLUSION OF OTHER WARRANTIES

(a) 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. LIABILITY

(a) (Liability) To the maximum extent permitted by applicable law, the Provider limits all liability in aggregate of all claims to the Client (and any third parties who encounter the services or goods through the Client's business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by the Provider to the amount paid by the Client to the Provider in the 3 months preceding the date of the event giving rise to the relevant liability.

(b) (Indemnity) The Client indemnifies the Provider and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through the Client's business) arising from the Client's or the Client's 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 Solution.

(c) (Consequential loss) To the maximum extent permitted by law, under no circumstances will the Provider be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by the Provider.

(d) (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these T&Cs including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

(e) Nothing in this agreement shall exclude or limit a party's liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party's negligence.

13. UPGRADES

(a) The Client may notify the Provider that it would like to upgrade its Subscription Tier at any time.

(b) The Client may notify the Provider that it would like to upgrade or downgrade its Subscription Tier at any time. Upgrades and downgrades of the Subscription Tier are based on the functionality required by the Client.

(i) take reasonable steps to promptly provide the Client with access to the new Subscription Tier; and

(ii) from the next monthly billing cycle following the change (or such other date as agreed between the parties), charge the Client the Fees applicable to the new Subscription Tier.

(d) These Terms will be taken to be amended in accordance with any changes agreed in accordance with this clause 13.

14. CANCELLATION

14.1. cancellation at any time

(a) You may cancel or terminate your Subscription at any time using the functionality of the Solution. Your Subscription will terminate at the expiry of the then current Term and will not automatically renew. You will not be entitled to a refund of any Subscription Fees paid to that date.

(b) We may cancel your Subscription (including you, and any Users) access to the Solution at any time. Subject to clause 14.2, we will issue you with a pro-rata refund of any Subscription Fees paid for the Subscription.

14.2. cancellation for breach

(a) Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

(b) A "Breach" of these Terms means:

(i) a party (Notifying Party) considers the other party (or any of its Personnel) is in breach of these Terms and notifies the other party;

(ii) the other party is given 10 Business Days to rectify the breach; and

(iii) the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

14.3. EFFECT OF TERMINATION

Upon termination of this agreement:

(a) You (and all Users of your Account) will no longer have access to the Solution, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);

(b) Unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and

(c) Each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clause 8 and 12.

14.4. DATA BACKUP

(a) Upon termination or expiry of this agreement, the Provider may delete data and material associated with the Client, including Client Data, after the end of the Term.

(b) The Provider will not be able to recover any such data or content after the end of the Term, so it is recommended that the Client backs up anything important to it.

(c) The Provider will not be responsible to the Client, or any user, for, and The Provider expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of this agreement and any loss of data.

15. IF THE PARTIES HAVE A DISPUTE

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute 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 to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

16. NOTICES

(a) Any notices required to be sent under this agreement must be sent via email and the email's subject heading must refer to the name and date of this agreement.

(b) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

17. FORCE MAJEURE

(a) A 'Force Majeure Event' means any occurrence beyond the control of 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, pandemic; or

(iv) decision of a government authority in relation to COVID-19, or other epidemic or pandemic, to the extent the occurrence affects the Affected Party's ability to perform the obligation.

(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(c) Subject to compliance with clause 17(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.

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

18. GENERAL

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

18.2. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18.3. AMENDMENTS

We may amend these Terms from time to time by posting the updated version on our website and providing you with 30 days' prior notice. Your continued use of the SaaS services after this notice period constitutes acceptance of the new Terms. If you do not agree to the updates, you may cancel your subscription before the changes take effect.

18.4. WAIVER

No party to this agreement 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 the waiver.

18.5. 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 of this agreement is not limited or otherwise affected.

18.6. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.7. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.8. FORMATION

This agreement is formed when the Client ticks to accept these terms in accordance with the cover page. The Provider's acceptance of this agreement is confirmed by making the Solution available to the Client following that acceptance.

18.9. COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

18.10. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.11. INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (person) a reference to "person" or "you" 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 and, in the case of a trustee, includes any substituted or additional trustee;

(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word "includes" and similar words in any form is not a word of limitation;

(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

(k) (currency) a reference to £, or "GBP", is to pound sterling currency of Great Britain, unless otherwise agreed in writing.

19. DEFINITIONS

In this agreement, capitalised terms have the meaning given to them, and the following phrases have the meaning set out below.

Term	Definition
Business Day	Means a day, other than a Saturday, Sunday or Public Holiday in England.
Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Client Data	means files, data, information or any other materials, which is uploaded or inserted to the Software, or otherwise provided to the Provider, by the Client or its Licensed Users, and includes any Intellectual Property Rights attaching to such materials.
Documentation	means all manuals, help files and other documents supplied by the Provider to the Client relating to the Solution, whether in electronic or hardcopy form.
AUP	means the Acceptable Use Policy in Schedule 1.
Fees	has the meaning given in clause 7
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Solution	has the meaning given in clause 4.1(a).
Subscription Tier	means the functionality tier of the Software (being the Free, Team, Business or Enterprise tier, as applicable and available from time to time) selected by the Client, with the functionality included in each Subscription Tier set out on the Provider's website, as updated by the Provider from time to time.
User	means the Client's Licensed Users, its Personnel, and any other third party who are granted access to the Software or Documentation by the Client, its Licensed Users or its Personnel.

Schedule 1 - Acceptable Use Policy

KEY TERMS

Term	Meaning
User	means you, or any person to whom the Licensee provides the Solutions and this AUP.
Head Agreement	means the Terms between the Provider and the Licensee in relation to the Solutions.
Solution	means the ImproveDesk Solution which provides a continual improvement Register (CIR) that streamlines audit compliance, risk tracking, and operational fixes across ISO 27001, ISO 20000, and SIAM frameworks.
Licensee	means the entity which has entered into the Terms and Conditions with the Provider in relation to the Software for the purpose of sublicensing the Software to the .
Purpose	Means to provide operational, security, and service delivery teams with a single source of truth to capture, prioritise, and resolve improvement opportunities
Provider	means ITSM Ltd trading as "ImproveDesk" [17339600]

1. APPLICABILITY AND DEEMED ACCEPTANCE

(a) This AUP applies to any Users of the Solution. You agree to, and will be deemed to have accepted, this AUP when you access the Solution.

(b) By accessing the Solutions, you irrevocably consent to the terms of this AUP and represent and warrant that you will comply with the scope and restrictions of this Acceptable Use Policy to the Solutions provided under this AUP. If you do not accept this AUP, you must not access, use or otherwise view the Solutions.

(c) This AUP commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2. USE OF LICENSED MATERIALS

2.1. GRANT OF LICENCE

(a) You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.

(b) You must only use the Licenced Materials:

(i) in accordance with the limitations of the Purpose;

(ii) in a manner that is consistent and compliant with clause 2.2; and

(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2. RESTRICTIONS ON LICENCE

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:

(a) upload sensitive information or commercial secrets to the Solution;

(d) make copies of the Solution;

(e) adapt, modify or tamper in any way with the Solution;

(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution;

(g) create derivative works from, translate or reproduce the Solution;

(h) publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;

(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;

(j) decompile or reverse engineer the Solution 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 Solution;

(l) permit any person to use or access the Solution;

(n) share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution's security;

(p) act in any way that may harm the Provider's reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.

2.3. LIMITATIONS OF SOLUTION

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

(a) the Solutions will be free from errors or defects;

(b) the Solutions will be accessible or available at all times; or

3. DISCLAIMERS

(a) The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions.

(b) You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(c) To the maximum extent permitted by applicable law, we limit all liability to any person 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 the Solutions to £100 in aggregate. This includes the transmission of any computer virus.

(d) You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this AUP (or both, as the case may be).

(e) You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for any such damage, loss or expense.

(f) All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this AUP which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel's) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and

(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

(g) To the maximum extent permitted under applicable law, under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solutions, this AUP or their subject matter.

4. TERMINATION

4.1. AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated.

4.2. TERMINATION BY PROVIDER OR LICENSEE

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or

(b) you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

4.3. EFFECT OF EXPIRY OR TERMINATION

(a) In the event of expiry or termination of this AUP, you must:

(i) immediately cease using the Solutions; and

(ii) remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at the Provider's option, return or destroy all such material.

(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

4.4. YOUR DATA ON TERMINATION

You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user's data or information upon termination of this agreement.

5. GENERAL

5.1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

5.2. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

5.3. WAIVER

No party to this agreement 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 the waiver.

5.4. FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

5.5. ASSIGNMENT

You can't assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider's prior consent.

5.6. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Schedule 2 - Processing of Personal Data by the Provider

1. SCOPE

Personal data may be collected, stored and analysed on the Provider's systems or the Client's systems only and not within the sole control of the Provider at any time.

2. NATURE

Electronically, automatically through the Solution.

3. PURPOSE OF PROCESSING

To provide the Services as contracted between the Provider and the Client and in accordance with this agreement.

4. DURATION OF PROCESSING

The duration of this agreement only.

5. CATEGORIES OF PERSONAL DATA

Name, email address, web session activity, transactional data

6. CATEGORIES OF DATA SUBJECT

Employees and contractors of the Client, employees and contractors of the Client's customers , customers of the Client.