These terms and conditions (the “Terms”) set out the basis on which Loopin SAAS Limited (trading as “Loopin”) (“Supplier”) will make available to you (“Client”), the Loopin software, and associated services.The agreement between Supplier and Client (the “Agreement”) comprises these Terms, and the Special Terms agreed between Supplier and Client.1. Interpretation1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.1. Authorised Users: those employees, agents and independent contractors of the Client (and its affiliated companies) who are authorised by the Client to use the Services and the Documentation.2. Business day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.3. Confidential information: information that is either marked as confidential or which a reasonable person would consider to be of a proprietary or confidential nature, whether or not such information is marked as confidential, including without limitation information.4. Client: the organisation agreeing to these terms and conditions.5. Client Data: the data inputted by the Client, Authorised Users, or the Supplier on the Clients behalf for the purpose of using the Services or facilitating the Client's use of the Services.6. Data Protection Laws: all applicable data protection and privacy legislation in force from time to time including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and such legislation that may be in force in the jurisdiction of each party.7. Derived Data: data created by Supplier derived and/or generated from or based on Clients Data and, more generally, use of the Software and/or the Services whether alone or combined with other data obtained by Supplier from the Software and/or the Services;8. Documentation: the document made available to the Clients by the Supplier online via www.letsloopin.com or such other web address notified by the Supplier to the Clients from time to time which sets out a description of the Services and the user instructions for the Services.9. Effective Date: the date the Clients first accesses the Software and/or the Services.10. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Client or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.11. Initial Subscription Term: either 12 months, or, if different such other term as agreed between Supplier and Client.12. Normal business hours: 9.00 am to 5.00 pm local UK time, each Business Day.13. Party: Supplier and Client.14. Renewal Period: the period described in clause 15.1.15. Services: the subscription services provided by the Supplier to the Clients under these terms and conditions via www.letsloopin.com or any other website notified to the Client by the Supplier from time to time, as more particularly described in the Documentation from time to time.16. Services Terms: the terms and conditions applicable to the Services, together with the privacy policy, acceptable use policy and such other applicable terms from time to time.17. Software: the online software applications provided by the Supplier as part of the Services.18. Special terms: the terms agreed between Supplier and Client that qualify, modify and/or supplement these Terms.19. Subscriptions fees: the subscription fees payable by the Client to the Supplier for the User Subscriptions.20. Subscriptions term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).21. Support services policy: the Supplier‘s policy (if any) for providing support in relation to the Services as made available at www.letsloopin.com or such other website address as may be notified to the Client from time to time.22. User subscriptions: the user subscriptions purchased by the Client from time to time pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms and conditions.23. 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.24. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.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 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms and conditions.1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms and conditions under that statute or statutory provision.1.9 A reference to writing or written includes e-mail but not faxes.1.10 References to clauses and schedules are to the clauses and schedules of these terms and conditions; references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.2. Order of Precedence2.1 In the event of conflict between the Special Terms and these Terms, the Special Terms shall take precedence.3. User subscriptions3.1 Subject to the Client purchasing the User Subscriptions in accordance with clause 4.3 and clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of these terms and conditions, the Supplier hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Clients internal business operations.3.2. In relation to the Authorised Users, the Client undertakes that:(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than once every 6 months and that each Authorised User shall keep his password confidential;(d) each Authorised User shall agree to the Services Terms prior to accessing the Services;(e) it shall permit the Supplier or the Supplier‘s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Clients data processing facilities to audit compliance with these terms and conditions. Each such audit may be conducted no more than once per quarter, at the Supplier‘s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Clients normal conduct of business;(f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier‘s other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and(g) if any of the audits referred to in clause 3.2(e) reveal that the Client has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier‘s other rights, the Client shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices agreed between the Supplier and the Client within 10 Business Days of the date of the relevant audit.3.3 The Client agrees to use reasonable endeavours (which will include commercially available tools) to reduce the risk of it or any Authorised User accessing, storing, distributing or transmiting any Viruses during the course of its use of the Services.3.4 The Client agrees that it shall not and shall use reasonable endeavours to procure that each Authorised User shall not access, store, distribute or transmit 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) 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 Client, to disable the Clients or any Authorised User’s access to the Software and the Services or any part thereof on breach of this provision.3.5 The Client agrees that it shall not and shall procure that each Authorised User shall not:(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms and conditions:(i) 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 de-compile, 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;(c) use the Services and/or Documentation to provide services to third parties; or(d) subject to clause 23.1, 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 except the Authorised Users, 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 3; or(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier‘s network and information systems.3.6 The Client 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.3.7 Client shall be free to nominate employees, agents and subcontractors of any subsidiary or holding company of the Client as Authorised Users, provided that Client shall be responsible for procuring that such Authorised Users comply with these Terms.4.0 Additional user subscriptions4.1 Subject to clause 4.2 and clause 4.3, the Client may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number agreed between the Client and the Supplier, or otherwise subscribed for by Client, and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms and conditions.4.2 If the Client wishes to purchase additional User Subscriptions, the Client shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 2 working days of its approval of the Clients request.4.3 If the Supplier approves the Clients request to purchase additional User Subscriptions, the Client shall, within 30 days of the date of the Supplier‘s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as agreed between the Client and the Supplier, and, if such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).5. Services5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of these terms and conditions.5.2 The Supplier will, as part of the Services and at no additional cost to the Client, provide the Client with the Supplier‘s standard Client support services during Normal Business Hours in accordance with the Supplier‘s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.5.3 Access to the Services, the Documentation and the Software by the Client and by each Authorised User is conditional upon the Client and the Authorised Users agreeing to the following additional documents:(a) The privacy policy, which can be found at www.letsloopin.com;(b) The acceptable use policy (if any), which can be found at www.letsloopin.com5.4 The parties acknowledge and agree that, due to the nature of the Services, and the fact that the Services will naturally evolve over time according to use and demand, Supplier may change the functionality, and look and feel of the Services from time to time, as well as adding more functionality and removing some functions. Such changes shall not be a breach of these Terms, save that Supplier commits to maintaining the core functionality of the Services as a minimum.To see the full document of terms and conditions, please see the attached PDF.
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