Terms and Conditions — Halo Sign-in Visitor Registration

HALO SUPPORT LTD’S TERMS AND CONDITIONS

Welcome to Halo Support

These terms and conditions (Terms) govern your purchase and subscription with Halo Support, of the device and Services described on our Website at https://www.halo.support/ (Subscription).

By paying for your Subscription or your invoice or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between the “Client” or “you” and Halo Support Ltd, with company number 11983639 (“Halo Support”, “our”, “we” or “us”). You or your authorised representative represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

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 12.2. Please ensure you contact us if you want to cancel your Subscription.

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.

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.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1 THE SOLUTION

1.1 ORDER FORM

(a) These terms will apply to all the Client's dealings with Halo Support, including being incorporated in all agreements, quotations or orders under which Halo Support is to provide services to the Client (each an Order Form) together with any additional terms included in such Order Form.

1.2 YOUR SUBSCRIPTION AND THE SOLUTION

(a) (The Solution) The Solution includes the Hardware, building and customisation of the App and the Services mentioned in clause 2 of these Terms.

(b) (Scope of Subscription) Your Subscription includes the Support Services and the benefits and limitations set out in your Order.

(c) (Provide Information) As part of registering for, and your continued use of, your Subscription, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos, profile information, payment details, ratings and reviews, verified identifications of staff and students (as applicable), and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.

1.3 THE HARDWARE

(a) (Device) The device which will be an iPad (“Device”) with the original cable and power plug (“Hardware”) will be supplied to you.

(b) (Cables) If you require a longer reach than the supplied cable provides, it is recommended to use an Apple branded cable which can be supplied by Halo Support or purchased directly by you. Apple have an MFI program which certifies cables. More info can be seen here: https://mfi.apple.com/.

(c) Due to the prevalence of low quality power cables for iPhones/iPads, it is recommended that power cables be purchased only from Apple or Apple Authorised Retailers to ensure safety of charging your Device. We accept no responsibility for any damage or faults that occur with the iPad from the use of any third party cables.

1.4 THE APP AND SOFTWARE

(a) The Halo Sign-in Filemaker Database App (App) will be installed on the Device. The App will run on Claris Filemaker iPad Software (Software).

(b) By purchasing the Services, the Client is paying for Halo Support to build and customise the App and is not paying to purchase the Software from us.

(d) Halo Support has developed the sign-in system software (“Sign-in Software”), which is built on the Software.

2 SERVICES

2.1 SERVICES

We will provide you with the following services (Services):

(a) Installation services and training, as part of the initial set-up to our Services; and

(b) Maintenance Services and Support Services for your Subscription, or such other services as otherwise agreed by us in writing from time to time.

2.2 INSTALLATION SERVICES

(a) Installation of the Hardware will be offered on a case-by-case basis. If applicable, the installation will be priced and charged separately on a case-by-case basis depending on the nature of the installation, i.e. quantities, locations, etc.

(b) Installations should be arranged with at least 48 hours’ notice, subject to our availability and subject to completion of the App. This is subject to be rearranged with a minimum of 24 hours’ notice by Halo Support.

(d) We shall not be responsible or liable if you install the hardware yourself without our guidance and assistance. It is your responsibility to ensure the safety of the installation in line with the installation guides provided by us as well as health and safety guidelines. The Client releases Halo Support from any claims for losses arising in connection with the installation of the Hardware by the Client or any third party.

(e) The Client and its Personnel must ensure that it has the requisite authority and permission to install the Hardware at the spot/location of the install (whether a desk or a wall or any other surface, as the case may be). The Client grants its express permission to Halo Support and its Personnel to make temporary changes or alterations to the installation spot/location to carry out the installation of the Hardware. The Client releases Halo Support and its Personnel from any claims or liability arising out of or in relation to or resulting from the installation of the Hardware at the installation spot/location and/or any damage to the installation spot/location.

2.3 TRAINING

(a) Training may be delivered onsite on the same day as the date the installation services are provided, or any other day as agreed in writing between the parties.

(b) Training should be arranged with at least 48 hours’ notice, subject to our availability and subject to completion of the App. This is subject to be rearranged with a minimum of 24 hours’ notice by Halo Support.

(c) Upto 30 minutes to one hour of training will be conducted and provided either online using Google Meet or in-person depending on a case-by-case basis and subject to geographical limitations.

(d) Training beyond one-hour may be provided on a case-by-case basis and at a cost agreed in writing with the Client.

2.4 SUPPORT SERVICES

The Solution includes services to provide you with support where necessary to resolve technical issues with the App (Support Services). The following terms apply unless otherwise specifically agreed in writing:

(a) We will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the App and Sign-in Software internally and we will not assist with issues that are beyond our reasonable control.

(b) You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel to access and use the App and the Sign-in Software.

(c) You will not have any claim for delay to your access to the App and/or the Sign-in Software due to any failure or delay in Support Services.

2.5 MAINTENANCE SERVICES

(a) We will provide you with ongoing support in relation to maintenance of the Device. This however shall not include Portable Appliance Testing (PAT) and it is the Client’s responsibility to conduct any PAT relating to the Device.

(b) We shall not be responsible or liable to provide any repairs or replace the Device or the Hardware. The cost of repairing or replacing any Hardware shall be solely borne by the Client.

2.6 OUT OF SCOPE WORK

(a) If you request changes to the Solution that require us to perform additional work or incur additional costs outside the scope of the Order Form (Additional Work), you agree that an ‘additional work fee’ will be payable, in an amount agreed between you and us (both parties acting reasonably) (Additional Work Fee).

(b) We will only be required to perform Additional Work, if:

(i) the parties agree in writing that we will perform the Additional Work, for the Additional Work Fee; and

(ii) you pay the Additional Work Fee, in accordance with clause 3.2(c).

2.7 CLIENT OBLIGATIONS

You agree to:

(a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; and

(b) provide us with access to any third party or other accounts used by you, including but not limited to your log-in details and passwords, as is reasonably required by us to perform the Services.

2.8 CLIENT MATERIAL

(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Services is complete, accurate and up-to-date.

(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

3 FEES AND PAYMENT

3.1 GENERAL

(a) In consideration for the payment of the Fees, Halo Support will provide the Client with the Services set out in clause 2 of these Terms.

(b) Unless otherwise agreed in writing, Halo Support may, in its discretion, withhold delivery of Services until the Client has paid the invoice in respect of such Services.

3.2 SIGNUP AND SETUP FEES

(a) (Sign-up and Set-up Fee) Unless otherwise agreed in writing, the Client must pay to Halo Support the Sign-up and Set-up Fee set out in the Order Form within the time period provided in the invoice.

(b) (Installation and Training Fee) If Halo Support issues an invoice to the Client for Installation and/or Training Fees due under this agreement, payment must be made by the time(s) specified on such invoice or if no timeframe is specified, the Client must pay for all invoices within 7 days of the date of that invoice.

(c) (Additional Work Fee) If Halo Support issues an invoice to the Client for Additional Work due under this agreement, payment must be made by the time(s) specified on such invoice or if no timeframe is specified, the Client must pay for all invoices within 7 days of the date of that invoice.

3.3 SUBSCRIPTION FEES

(a) (Subscription Fee) You must pay the subscription fees to us in the amounts and at the times specified in your Order, or as otherwise agreed in writing (Subscription Fees).

(b) (Payments annually) Unless otherwise agreed in writing, Subscription Fees are due and payable every 12 months, with the first payment being due on the day falling on the date of completion of 1 year from the Installation date (Fee Start Date) and subsequent payments being due every 12 months from the Fee Start Date, for the duration of the Subscription Period. The Subscription Fee shall be paid by Direct Debit with GoCardless. Invoices will be sent 30 days prior to renewal if payment is made by a mechanism other than by Direct Debit.

(c) (Changing Fees) We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this.

3.4 MODE OF PAYMENT

The Sign-up and Set-up Fee and any Installation or Training Fee may be made by bank transfer or via online payment via PayPal Business.

3.5 LATE PAYMENTS

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Subscription Fees in accordance with this clause 3.

3.6 NO CHANGE OF MIND REFUNDS

Our Fees are non-refundable for change of mind.

3.7 VAT

Unless otherwise indicated, the Fees and the Subscription Fee do not include VAT, which will be charged separately. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice.

4 OBLIGATIONS

4.1 YOUR OBLIGATIONS

(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

(i) upload sensitive information or commercial secrets using the App/Sign-in Software;

(ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the App/ Sign-in Software;

(iii) upload any material that is owned or copyrighted by a third party;

(iv) make copies of the Documentation or the App/ Sign-in Software;

(v) adapt, modify or tamper in any way with the App/ Sign-in Software;

(vi) remove or alter any copyright, trade mark or other notice on or forming part of the App/ Sign-in Software or Documentation;

(vii) create derivative works from or translate the App/ Sign-in Software or Documentation;

(viii) publish or otherwise communicate the App/ Sign-in Software or Documentation to the public;

(ix) sell, loan, transfer, sub-licence, hire or otherwise dispose of the App/ Sign-in Software or Documentation to any third party;

(x) decompile or reverse engineer the App/ Sign-in Software or any part of it, or otherwise attempt to derive its source code; or

(xi) attempt to circumvent any technological protection mechanism or other security feature of the App/ Sign-in Software; or

(xii) distribute, sub-licence, assign, share, timeshare, resell, rent, lease, transmit, grant a security interest in or otherwise transfer the Solution or your right to use the Solution.

(c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

4.2 USER OBLIGATIONS

You agree, and you must ensure that all Users agree:

(a) to comply with each of your obligations in these Terms;

(b) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;

(c) to not 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 us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;

(d) to not use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(e) not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;

(f) you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;

(g) that we may change any features of the Solution at any time on notice to you;

(h) that information given to you through the App/ Sign-in Software by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(i) that we may cancel your account at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 4.2.

5 THIRD PARTY SOFTWARE, TERMS AND CONDITIONS

(a) You acknowledge and agree that third party terms and conditions (Third Party Terms) may apply to your use of the Solution. These are listed on our Website. In addition, if you are required to download our App through an App-Store, or if you purchase products or services which are provided by third parties and offered through our Solution or Website, then additional terms will apply.

(b) You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution or any Services, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. These Third Party Services are not owned or controlled by us and we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third Party Services. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, and the inclusion of any link in the App, or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third Party Service or associated websites. In no event will we be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any third party website is at your own risk, and you acknowledge and understand that linked Third Party Services may contain legal terms and conditions and privacy policies that are different from ours and which you may be required to accept and adhere to. We are not responsible for such terms, provisions or policies, and expressly disclaim any liability for them.

(c) You acknowledge and agree that issues can arise with transferring data to App/ Sign-in Software and between App/ Sign-in Software. We cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any App/ Sign-in Software.

6 POSTED MATERIALS

6.1 WARRANTIES

In case you provide or post any information, materials or other content in connection with the Solution (Posted Material) on any medium whatsoever, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

(a) you are authorised to provide the Posted Material;

(b) the Posted Material is accurate and true at the time it is provided;

(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f) the Posted Material 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;

(g) the Posted Material 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

(h) the Posted Material does not breach or infringe any applicable laws.

6.2 LICENCE

(a) You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use such Posted Material for the purpose of providing the Services to you.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

6.3 REMOVAL

(a) The App/ Sign-in Software acts as a passive conduit for the online distribution and record of Posted Material and has no obligation to screen Posted Material.

(b) We have no right to review, maintain or remove any Posted Material at any time.

7 INTELLECTUAL PROPERTY AND DATA

7.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY

(a) (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing and downloads) (“Halo Content”) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.

(b) (Sign-in system software) We own and retain the ownership of the Sign-Software (“Software Content”).

(c) (Licence to you) You are granted a licence to use the Halo Content and the Software Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the App/ Sign-in Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Halo Content or Software Content without prior written consent from us or as otherwise permitted by law.

7.2 CLIENT DATA

Our Rights and Obligations

(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data to the extent reasonably required to provide the Solution.

(b) We will establish, maintain, enforce and continuously improve reasonable safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data.

(c) We reserve the right to remove any Client Data, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

(d) You are responsible for ensuring that:

(i) you share Client Data only with intended recipients; and

(ii) all Client Data is appropriate and not offensive.

(e) You:

(i) warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights; and

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

8 CONFIDENTIALITY, DATA AND PRIVACY

8.2 DATA PROTECTION

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the Data Protection Act 2018, 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 Halo Support will be processing personal data for the purpose of providing the Services and as such will be a processor under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

(i) Halo Support providing Services in fulfilment of the scope of services set out in an Order Form;

(ii) Halo Support and/or our independent contractors and third party suppliers may use the contact details the Client and the Client’s representatives to send marketing materials or other publications;

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

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

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

(c) Before performing the processing, Halo Support shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Halo Support will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to Halo Support against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Halo Support subcontract any processing (for example, in the case of external storage of data).

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

(e) By accepting these Terms, the Client gives positive consent for Halo Support to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Halo Support with personal data. It is also a term of this agreement that any personal data supplied by Halo Support to the Client about employees/independent contractors of Halo Support and/or any third parties may only be used for the express purposes for which that information is provided to the Client.

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

8.3 THIRD PARTY DATA

(a) The Client warrants, in relation to the personal information and all other data that it provides to Halo Support in connection with these Terms (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 Halo Support with Third Party Data;

(iii) Halo Support will not breach any applicable laws 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 Halo Support of this, and Halo Support has agreed to perform the Services in respect of that data (being under no obligation to do so); and

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

(b) The Client agrees at all times to indemnify and hold harmless Halo Support 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).

8.4 CONFIDENTIAL INFORMATION

(a) The parties will not, during, or at any time after, the termination of the Services, disclose Confidential Information directly or indirectly to any third party, except:

(i) with the other party’s prior written consent;

(ii) as required by any applicable laws; or

(iii) to their Personnel on a need to know basis for the purposes of performing its obligations under these Terms (Additional Disclosees).

8.5 BREACH

If either party becomes aware of a suspected or actual breach of clause 8.4(a) by that party or an Additional Disclosee, that party will immediately notify the other party in writing and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 8.4(a).

8.6 PERMITTED USE

A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under these Terms.

8.7 RETURN

On termination or expiration of these Terms, each party agrees to immediately return to the other party, or (if requested by the other party) destroy, any documents or other materials in its possession or control containing Confidential Information of the other party.

8.8 ADDITIONAL DISCLOSEES

(a) Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in clauses 8.4 to 8.7. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

(b) Except as contemplated by these Terms, 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 the disclosing party’s prior written consent.

(c) You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.

(d) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).

(e) The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.

9 PRIVACY

The Client agrees to Halo Support’s Privacy Policy, located at halo.support/gdpr which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Halo Support’s collection, use, and disclosure of personal information.

10 LIABILITY AND DISCLAIMERS

10.2 WARRANTIES AND LIMITATIONS

(a) (Warranties)

(i) We warrant that:

(A) during the Subscription Period, the App/Sign-in Software will perform substantially in accordance with the intended purpose;

(B) the Support Services will be provided by Personnel who have expertise in the provision of those services;

(C) during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and

(D) to our knowledge, the use of the App/Sign-in Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(ii) The Company does not provide any warranty, either expressed or implied, for any repair, replacement, accidental damage, faulty battery, or any other hardware-related issues pertaining to the Devices or the Hardware provided by Halo Support. All warranties related to the Devices and Hardware are provided solely by the respective manufacturer(s).

(iii) Any warranty provided by the manufacturer of the Device/Hardware shall be governed by the terms and conditions set forth by that manufacturer. Halo Support shall not be responsible for any warranty claims or obligations arising from the Device/Hardware.

(b) (Errors) We will correct any errors, bugs or defects in the App which arise during the Subscription Period and which are notified to us by you unless the errors, bugs or defects:

(i) result from the interaction of the Sign-in Software with any other solution or any computer hardware, Software or services not approved in writing by us;

(ii) result from any misuse of the Sign-in Software; or

(iii) result from the use of the Sign-in Software by you other than in accordance with these Terms or the Documentation.

(c) (Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

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

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

(iii) information you receive or supply through the Solution will be secure or confidential; or

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

(d) (Exclusion) 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 these Terms are excluded.

(e) (Service Quality) We do not guarantee that the Services will be free from errors or defects or that User Data will be accessible or available at all times.

(f) (Security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference. You are responsible for ensuring that all information and data (including log-ins and passwords) are stored securely on the App.

(g) (Backups and disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects. It is your responsibility to maintain appropriate back-up of all information and data (including log-ins and passwords) and exporting or downloading any User Data and store them securely.

10.3 LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law, Halo Support’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms or an Order:

(i) is totally excluded, to the extent it concerns liability for indirect, special and consequential loss or damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of data, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under law); and

(ii) is limited, insofar as it concerns other liability, to the total money paid to Halo Support under these Terms as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

(b) Nothing in these Terms will 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.

(c) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms, 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 will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.

10.4 INDEMNITY

You shall indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

(a) any breach of these Terms by you, your Personnel or a User; or

(b) any act or omission of you, a User or your Personnel.

11 NON-SOLICITATION

During the Subscription Period and for a period of 6 months thereafter, the Client and its Personnel must not, without Halo Support’s prior written approval, employ or engage (or be knowingly involved in either employing or engaging) any officer, employee or contractor of Halo Support, which the Client had any contact with during the Subscription Period. The Fees mentioned in these terms are adequate consideration for the non-solicitation covenants under these Terms.

12 TERMINATION

12.2 TERMINATION BY US

(a) We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you if:

(i) you, a member of your Personnel, or a User, are in breach of any term of these Terms or any part of a Subscription; or

(ii) you become subject to any form of insolvency or bankruptcy administration.

(b) Upon termination of these Terms by us, the Subscription Fees already paid will be non-refundable, and you must promptly pay:

(i) the remainder of the Subscription Fees applicable for the Subscription Period as if the agreement had not been terminated; and

(ii) any other outstanding amounts payable to us during the Subscription Period.

12.3 TERMINATION BY CLIENT

(a) You may cancel your Subscription by providing 1 month’s written notice to us (Notice Period) for any reason other than breach under sub-clause (b) here. Your Subscription will end after the Notice Period, and you will be charged up until that time.

(b) You may terminate these Terms or your Subscription if:

(i) we have committed a material breach of these Terms or a Subscription and have failed to remedy the breach within 30 days’ written notice by you; or

(ii) we become subject to any form of insolvency or bankruptcy administration.

12.4 CONSEQUENCE OF TERMINATION BY CLIENT

(a) Your licence to the Solution under these Terms will last for the remainder of Notice Period (in case of termination under clause 12.2(a)), or until 30 days from the date of termination (in case of termination under clause 12.2(b)) to ensure you have an opportunity to retrieve all data you may need from the App/ Sign-in Software. Once the Notice Period ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.

(b) At the end of the Notice Period (in case of termination under clause 12.2(a)), or the expiry of 30 days from the date of termination (in case of termination under clause 12.2(b)), the Client’s access to any Support Services and Maintenance Services, or the ability to receive any updates to the App will be terminated.

13 DISPUTES

13.2 DISPUTE RESOLUTION

(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 relief, unless that party has complied with the requirements of this clause 13.

(b) A party that requires resolution of a dispute which arises under or in connection with these Terms 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.

14 NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent; or

(ii) when replied to by the other party,

whichever is earlier.

15 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises out of a Force Majeure Event.

(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify the Client of:

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

(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under these Terms.

(c) Subject to compliance with clause 15(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of the control of us; or

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) any circumstances beyond our reasonable control, to the extent it affects our ability to perform our obligations.

16 GENERAL

16.2 GOVERNING LAW AND JURISDICTION

These Terms 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 these Terms or its subject matter or formation.

16.3 THIRD PARTY RIGHTS

These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

16.4 WAIVER

No party to these Terms 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.

16.5 SEVERANCE

Any term of these Terms 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 these Terms is not limited or otherwise affected.

16.6 ASSIGNMENT

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

16.7 ENTIRE AGREEMENT

These Terms embody 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.

16.8 INTERPRETATION

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

(b) (currency) a reference to “£” or “ GBP” is to British currency;

(d) (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;

(e) (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;

(f) (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;

(g) (these Terms/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 these Terms/this agreement includes all schedules, exhibits, attachments and annexures to it;

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

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

(j) (includes) the word “includes” and similar words in any form is not a word of limitation;

(k) (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

(l) (written or in writing) includes communication by email.

DEFINITIONS

Unless otherwise defined elsewhere in these Terms, capitalised terms used in these Terms shall have the following meanings:

Term	Definition
Client Data	means any information, documents or materials supplied by you to us under or in connection with these Terms or a Subscription.
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.
Documentation	means all manuals, help guides, files and other documents supplied by us to you relating to the App/ Sign-in Software, whether in electronic or hardcopy form.
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), agents and authorised representatives.
Sign-in Software	has the meaning given to it in clause 1.4(d).
Software	has the meaning given to it in clause 1.4(a).
Software Content	means all materials owned or licensed in connection with the Sign-in Software and any Intellectual Property Rights attaching to those materials.
Solution	has the meaning given to it in clause 1.2(a) of these Terms.
Subscription	has meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.2(b) and on the Website.
Subscription Fees	has the meaning set out in clause 3.3(a) of these Terms.
Subscription Period	means the period of your Subscription to the Solution from the date of acceptance of this agreements/Terms until the date of termination of the Subscription.
Support Services	has the meaning given in clause 2.4 of these Terms.
User	means end users of the Solution, on your website or any other software, and any other third party granted access to the Sign-in Software by you.
User Data	means files, data, materials or any other information, which is uploaded to the App/Sign-in Software by you or a User, including any Intellectual Property Rights attaching to those materials.
Website	means the website at the URL set out in the first paragraph of these Terms, and any other site operated by us in connection with the Solution.

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