Saas Terms Of Service

Siid LIMITED

SOFTWARE AS A SERVICE TERMS AND CONDITIONS

(1)        DEFINITIONS AND INTERPRETATION

1.1       In these terms, including the introduction, and in any Order Form, the following definitions shall apply unless the context otherwise requires:

Acceptable Use Policy

the acceptable use policy for the Platform, as revised from time to time, the current version of which is set out in Schedule 1;

Applicable Data Protection Laws

to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Siid Limited is subject, which relates to the protection of personal data;

Carrier

a provider of parcel carrier services that makes its Carrier Services available via the Platform;

Carrier Services

such services as Carriers may offer to provide and which may be made available to be requested via the Platform, as described in more detail in the Documentation;

Client

the Client whose details are set out in an Order Form;

Client Branding

the Client’s name, logo and any other trade mark or branding of the Client;

Client Content

any content of the Client that the Client or a User uploads to the Platform;

Compatible Browser

the latest general release version of Chrome, Internet Explorer, Microsoft Edge, FireFox or Safari, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified by Siid Limited from time to time as being required to access the Portal;

Confidential Information

all information disclosed by one party to the other or otherwise received by the other in the receipt and/or performance of the Services which is expressly marked as confidential or which concerns the technology, know how, methodology of supply, business, developments and finances of that party or of the suppliers, customers or clients of that party;

Contract

means a software as a service subscription contract comprising an Order Form (if applicable),these terms and conditions and the schedules;

Contract Year

a 12 month period, the first Contract Year commencing on the date of the relevant Contract and each subsequent period of 12 months commencing on an anniversary of that date;

Delivery Services Contract

the contract between Siid Limited and the Client pursuant to which Siid Limited procures Carrier Services for the Client;

Designated Operating Centre

a distribution centre or other location of the Client which is designated for the Services to be provided in respect of, as set out in the Order Form;

Developments

any content developed by Siid Limited for the Client under a Contract;

Documentation

the user documentation which describes the Platform and provides guidance as to proper use of the same, available at such location as may be notified to the Client from time to time;

EU GDPR

the General Data Protection Regulation ((EU) 2016/679).

Siid Limited

Siid Limited, a company incorporated and registered in England and Wales with company number 12295534, and whose registered office is at Vantage House, East Terrace Business Park, Euxton Lane, Accrington, Lancashire PR7 6TB;

Fees

any fees payable by the Client pursuant to a Contract, as set out in an Order Form and as revised from time to time in accordance with a Contract;

Force Majeure Event

any acts, events, omissions or accidents beyond Siid Limited’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Siid Limited or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire or flood;

Initial Term

shall be as set out in the Order Form;

Intellectual Property Rights

any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in databases, domain names, topography rights, know-how, look and feel, rights in confidential information and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached thereto and all extensions and renewals thereof;

Order Form

an order form requesting a Subscription, the amendment of an existing Subscription and/or the procurement of other Services from Siid Limited in the standard format provided by Siid Limited;

Platform

the cloud based delivery management subscription service offered by Siid Limited;

Platform Fees

the fees payable in consideration of the use of the Platform as set out in the relevant Order Form or revised from time to time in accordance with a Contract;

Service Level Agreement

Siid Limited’s service level agreement, as set out in Schedule 2;

Services

the services that Siid Limited provides to the Client within the Subscription;

Subscription

a non-exclusive, non-transferable licence, without the right to grant sublicences, to access and use the Platform and the Documentation in accordance with the terms of the  Contract, which includes the right to receive the Support Services and the hosting of the Platform, as described in more detail in clause 3;

Subscription Start Date

the subscription start date set out in an Order Form;

Support Request

a request for support submitted in accordance with clause 3.2;

Support Services

the right to receive the services as more fully described in the clause 3.2 and the Service Level Agreement and the hosting of the Platform;

Term

shall have the meaning given in clause 11.1;

UK GDPR

has the meaning given to it in the Data Protection Act 2018;

User

an individual person who accesses the Platform as part of the Client’s Subscription in their capacity as either an employee, consultant or agent of the Client, whether via the web portal, via API or otherwise.

• The following rules of interpretation shall apply to these terms and conditions:

• Clause, paragraph and schedule headings shall not affect the interpretation of these terms and conditions.
• A reference to a statute or statutory provision shall include such statute or statutory provision as modified from time to time to time.
• A reference to writing or written includes e-mail.
• 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.
• In the event of any conflict between the provisions of an Order Form, these terms and conditions and the schedules, the order of precedence shall be as follows:
  • the Order Form;
  • these terms and conditions; and
  • the schedules.

(2)        BASIS OF AGREEMENT

2.1       A prospective Client wishing to order a Subscription to the Platform shall submit a completed Order Form and submit it to Siid Limited. An Order Form should also be completed and submitted where the Client subsequently wishes to modify the Subscription or to procure additional Services.

2.2       An Order Form requesting a Subscription (including any other Services requested as part of that Order Form) shall form a Contract between Siid Limited and the Client. A subsequent Order Form requesting a modification of a Subscription shall be deemed to be an amendment to the existing Subscription Contract and, save for the changes set out in that Order Form, that Contract shall remain in full force and effect.

2.3       Each Order Form (subsequent to the initial Order Form) which requests new and additional Services (but not a modification to existing Services which, for the avoidance of doubt, shall be treated in accordance with clause 2.2) shall be deemed to form a separate Contract between Siid Limited and the Client.

(3)        THE SIID LIMITED PLATFORM

3.1       In consideration for the payment of the Platform Fees the Siid Limited grants the Client a Subscription for the Term.

3.2       In consideration for the payment of the Platform Fees the Siid Limited also agrees to provide the Support Services. Any contact made with Siid Limited’s support team shall be deemed to be a Support Request and shall be dealt with in accordance with the Service Level Agreement. Where the Client purchases enhanced Support Services the details of these services and applicable fees will be set out in the Order Form.

3.3       The Platform is offered on a hosted basis and will be made available for the Client to connect to via the internet in accordance with these terms. A Subscription does not give the Client any right to a copy of the underlying software to install on its own systems or servers.

3.4       Siid Limited may from time to time make changes to the Platform, including to improve its functionality or usability, add new features, remove features it reasonably considers to be obsolete, fix errors, improve its stability or address feedback received from clients. Siid Limited shall endeavour to minimise any disruption caused as a result of the implementation of such changes and shall provide reasonable notice of any major version upgrades.

3.5       It may be necessary from time to time for Siid Limited to disable part or all of the Platform for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Platform, Siid Limited shall use reasonable endeavours to provide reasonable notice to the Client of any such maintenance and to perform it outside of working hours.

3.6       The Client shall be fully responsible for any acts or omissions of any Users or any other party accessing the Platform using any User’s access credentials (whether or not with the Client’s permission), as if such acts or omissions were the acts or omissions of the Client.

3.7       The Client shall use the Platform only in accordance with the relevant Contract (including the Acceptable Use Policy) and shall procure that all Users do the same.

3.8       Siid Limited reserves the right to revise the Acceptable Use Policy from time to time, and in such event shall provide the Client with a copy of the revised Acceptable Use Policy.

3.9       The Client shall immediately notify Siid Limited if it suspects that (a) it may have breached the Contract, (b) a User (or other person using a User's access credentials) may have failed to comply with the Acceptable Use Policy or (c) any User’s access credentials may have been compromised.

3.10     Siid Limited shall be entitled to suspend access to the Platform (or any part thereof) for any or all Users without liability to the Client immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes (a) not doing so may prejudice the security, integrity or operability of the Platform or part of it, cause harm to another customer or other third party or give rise to a claim against Siid Limited, (b) the Client or its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy or (c) the Client is otherwise in breach of a Contract and fails to promptly remedy that breach on receipt of a written notice from Siid Limited requiring it to do so. This does not affect the liability of the Client to pay for the Subscription and the other Services during a period of suspension. Promptly following such suspension Siid Limited shall notify the Client of the suspension, the reason for the suspension and what steps the Client can take so that the suspension can be brought to an end.

• The Client shall not and shall ensure that each User shall not:
  • 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 a Contract:
    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
    • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
  • 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.

(4)        RELATIONSHIP WITH CARRIERS

4.1       A request for Carrier Services constitutes an irrevocable authority for Siid Limited to take such steps as are reasonably necessary to procure the requested Carrier Services for the Client, including taking steps which will contractually bind the Client to procure such Carrier Services from the Carrier. 

4.2       Siid Limited cannot guarantee that any request for Carrier Services will be accepted by a Carrier. No request for Carrier Services will be binding unless and until the Client has placed an order for such Carrier Services via the Platform and been notified that the order has been accepted by a Carrier.

4.3       Siid Limited shall under no circumstances be liable for any act or omission of either the Client or any Carrier pursuant to any contract between the Client and such Carrier for Carrier Services. Client shall indemnify and hold Siid Limited harmless from and against all costs (including legal costs on a full indemnity basis), expenses, claims, damages, liabilities, loss and demands relating to or arising from or in connection with such acts or ommissions.

4.4       Siid Limited does not provide advice services and the inclusion of the ability to procure Carrier Services from a particular Carrier via the Platform or any other reference to a particular Carrier shall not be taken as a recommendation of that Carrier by Siid Limited.

4.5       Unless otherwise stated any information about a Carrier which is provided via the Platform or otherwise is obtained by Siid Limited from the Carrier or a third party source and Siid Limited does not warrant or represent that such information is accurate or appropriate for the Client’s purposes.

4.6       The provisions of this clause 4 shall apply in addition to the provisions of the Delivery Services Contract.  In the event of any conflict between the provisions of this clause 4 and the Delivery Services Contract the latter shall prevail.

(5)        USER ACCOUNTS

5.1       The Client must create a separate User account for every individual User. Under no circumstances must User accounts be shared between two or more individuals except where it has been provided specifically for this purpose.

5.2       It is the Client’s responsibility to ensure that User accounts are used only by the person who is entitled to use such account.

5.3       Unless otherwise specified in the Order Form there is no restriction on the number of User accounts that can be created and no charge for creating new User accounts.

5.4       Save as otherwise provided in the Order Form, the Client shall only permit its employees, consultants and/or agents to have access to the Platform (whether via the web portal, via API or otherwise). Users shall be permitted access only to the extent that they are using the Platform for the Client’s business purposes.

5.5       The Client shall, and shall procure that each User shall, keep all access credentials for the Platform confidential and secure. Users must select secure passwords in accordance with recommended best practice.

5.6       If any User ceases to be eligible to access the Platform, for example as a result of the User leaving the Client’s employment, the Client shall as soon as reasonably practicable disable that User’s account.

(6)        SCOPE OF SUBSCRIPTION AND USAGE RESTRICTIONS

6.1       The Platform can be accessed from any location, but must only be used in respect of collections to be made from a Designated Operating Centre.

6.2       If the Client wishes to add or remove Designated Operating Centres or Carriers it should place a Service Request with Siid Limited. Siid Limited reserves the right to charge for any implementation or configuration work required.

6.3       The range of Carriers available via the Platform may change from time to time. If:

(i)    a new Carrier becomes available from the Siid  library, the Client may request that such Carrier be added to its Subscription; or

(ii)    a Carrier forming part of the Client’s Subscription ceases to be available then Siid Limited shall give the Client as much notice of such change as reasonably practicable and the Carrier shall cease to form part of the Client’s Subscription from the date of its removal from the Platform.

6.4       The Client shall use the Platform in a fair and reasonable manner. Siid Limited may from time to time impose reasonable fair use policies, for example with regard to the total number of API calls that may be made by Client across all its Users during the process of procuring Carrier Services through the Platform in any month, details of which shall be notified to the Client from time to time. Where the Client fails to comply with Siid Limited’s fair use policies Siid Limited may place reasonable restrictions on the Client’s use of the Platform to prevent such use continuing.

6.5       Any failure by the Client to abide by usage restrictions shall be deemed a material breach of these terms.

(7)        WARRANTIES

7.1       Siid Limited warrants that the functionality of the Platform will substantively conform to the Documentation. Siid Limited will use reasonable endeavours to ensure that the Platform is available for the use of all Users in accordance with the service levels set out in the Service Level Agreement.

7.2       By the nature of the Platform, Siid Limited cannot warrant that it will be entirely error free. However, Siid Limited shall use its reasonable endeavours to remedy any material error reported by the Client as soon as reasonably and commercially practicable following such report.

7.3       There are various methods by which Users can interact with the Platform, as more fully described in the Documentation. If a User wishes to access the Platform via the web portal it will need to access it via a Compatible Browser. Siid Limited gives no warranty or guarantee as to the accessibility or functionality of the Platform when it is being accessed other than via a Compatible Browser.

7.4       In respect of all other Services (including the Support Services), Siid Limited warrants that such Services will be provided with reasonable skill and care

7.5       Siid Limited:

7.5.1.           does not warrant that the Platform or the Services will be fee from viruses.

7.5.2            is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Platform, the Services and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.           

(8)        ASSISTANCE AND COOPERATION

8.1       To enable Siid Limited to provide the Services and audit Client’s compliance with a Contract, the Client agrees to provide on request   access to its premises, any information or documentation that Siid Limited may reasonably require  and the co-operation of its employees, directors, consultants and advisers. Siid Limited shall not be responsible for any delay caused as a result of the Client’s failure to comply with this clause 9.1.

8.2       The Client shall take responsibility for the health and safety of any individual attending its premises on behalf of Siid Limited, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner, and the Client shall indemnify and hold Siid Limited harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with any claim brought against Siid Limited arising out of the death, personal injury or other loss suffered by an individual attending at the Client’s premises, save where this was as a result of Siid Limited’s or that individual’s negligence.

8.3       The Client agrees that pursuant to its obligations in clause 8.1, unless requested otherwise, it shall only provide copies of documentation to Siid Limited and shall maintain the originals, such that it shall suffer no loss if the documentation is lost or damaged. Where it is expressly requested to provide originals it shall make a copy prior to providing them such that if the documentation were lost or damaged the only loss would be the replacement cost of that documentation, which shall accordingly be Siid Limited's sole liability in such circumstances.

(9)        INTELLECTUAL PROPERTY RIGHTS

9.1       All rights, title and interest (including Intellectual Property Rights) in the Platform shall (as between Siid Limited and the Client) belong to the Siid Limited, and nothing in a Contract shall operate to transfer any such rights to the Client.

9.2       All rights, title and interest (including Intellectual Property Rights) in Developments shall belong to Siid Limited, whether the Developments was pre-existing or was developed as part of the Services.

9.3       The Client shall retain all rights in the Client Branding and Client Content. The Client grants Siid Limited a non-exclusive royalty free licence to use such Client Branding and Client Content for the purposes of providing the Services and, in the case of the Client Branding, in publicity material.

(10)      FEES

10.1     The Client shall pay the Fees to Siid Limited as specified in the Order Form.

10.2     All Fees are exclusive of VAT which is chargeable in additional at the prevailing rate. VAT shall also be payable on expenses where applicable.

10.3     Any changes to Platform Fees shall be subject to mutual agreement between Siid Limited and the Client, save that Siid Limited may increase the Platform Fees on not less than 30 days’ written notice:

10.3.1          no more than once in any calendar year, by such amount as equals the percentage increase in the UK Retail Prices Index between the most recently published figure and the figure published twelve months preceding that figure; and

10.3.2          with effect from the expiry of the Initial Term, and from time to time thereafter, to take account of any material increase to its costs of providing the Platform (or Support Services) due to a change in legislation, taxation, regulation, guidance or recommended best practice (provided that such increase shall be no more than it reasonably considers necessary to cover the additional costs).

10.4     If any amount due to Siid Limited from the Client is more than 30 days overdue, then without prejudice to its other rights and remedies:

• Siid Limited may suspend access to the Platform or the provision of any of the other Services without liability and may maintain such suspension until all outstanding sums due to Siid Limited from the Client have been paid. This does not affect the liability of the Client to pay for the Subscription and the other Services during any period of suspension; and
• Interest shall accrue on a daily basis on such overdue amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.5     All payments shall be made in accordance with the payment terms in the Order Form.

10.6     All amounts due under any Contract shall be paid by the Client to Siid Limited in full without any set-off, counterclaim, deduction or withholding.

(11)      TERM AND TERMINATION

11.1     A Subscription to the Platform (including the provision of the Support Services) shall commence on the Subscription Start Date and shall continue for the Initial Term and then until terminated in accordance with these terms (the “Term”).

11.2     Either party may terminate the Subscription at any time on six months' written notice to the other, save that such notice shall not seek to bring the Subscription to an end during the Initial Term.

11.3     Without affecting any other right or remedy available to it, Siid Limited may terminate a Contract with immediate effect by giving written notice to the Client if:

(a)   the Client fails to pay any amount due under such Contract on the due date for payment and remains in default not less than [30] days after being notified in writing to make such payment; or

(b)   the Delivery Services Contract terminates for any reason.

11.4     Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of any other term of such Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
• the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
• any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 4(a) to clause 11.4.i (inclusive);
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of such Contract is in jeopardy.

11.5      Upon termination of a Contract for any reason.

(a)   all licences granted under such Contract shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation; and

(b)   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of such Contract which existed at or before the date of termination shall not be affected or prejudiced.

11.6                      Upon termination of a Contract for any reason other than Siid Limited exercising any right of termination contained in clause 11.3(a) and clause 11.4, or Client exercising its right of termination pursuant to Clause 11.2, Siid Limited shall refund any Fees previously paid by the Client to the extent that such payment was made for use of the Subscription and/or any other Services in respect of the period following termination.

(12)      LIMITATION OF LIABILITY

12.1     Except as expressly and specifically provided in these terms and conditions:

(a)        the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. Siid Limited shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Siid Limited by the Client in connection with the Services, or any actions taken by Siid Limited at the Client’s direction; and

(b)        all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from each Contract.

12.2     Nothing in the Contract excludes the liability of Siid Limited:

(a)        for death or personal injury caused by Siid Limited’s negligence; or

(b)        for fraud or fraudulent misrepresentation.

12.3     Subject to clause 12.2:

(a)        Siid Limited shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under a Contract; and

(b)        Siid Limited’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Contract (including liability for payment of service credits) in a Contract Year shall be limited to the total Platform Fees paid for the Subscription pursuant to such Contract during that Contract Year, or in circumstances where no Platform Fees are payable (for example, in the case of a trial) to £500.

12.4        Siid Limited shall have no liability to the Client under a Contract if it is prevented from or delayed in performing it obligations under such Contract, or from carrying on its business due to a Force Majeure Event, provided that the Client is notified of such an event and its expected duration.

(13)      CONFIDENTIALITY

13.1     Neither party (each, a “Recipient”) shall use or divulge or communicate to any person any Confidential Information of the other party (the “Disclosing Party”) other than insofar as is required for the  performance of its obligations under the Contract.

13.2     Each Recipient shall ensure that its employees, agents and sub-contractors are aware of and comply with the confidentiality and non-disclosure provisions contained in this clause 13 and each Recipient shall be liable to the Disclosing Party in respect of any loss or damage which the other may sustain or incur as a result of any breach of confidentiality by its employees, agents or sub-contractors.

13.3     If either Recipient becomes aware of any breach of its confidentiality obligations (including a breach by any of its employees, agents or sub-contractors), it shall promptly notify the Disclosing Party and give the Disclosing Party all reasonable assistance in connection with any proceedings which the Disclosing Party may institute to protect the confidentiality of its Confidential Information.

• The restrictions contained in this clause shall not apply to any Confidential Information which:

• comes into the public domain otherwise than through a breach of this clause 13; or

13.4.2          is required by any court of competent jurisdiction or by a governmental or regulatory authority to be disclosed or where there is a legal right, duty or requirement to disclose.

(14)      DATA PROTECTION

14.1     For the purposes of this 14, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

14.2     In relation to any personal Data provided by the Client to Siid Limited, the Client warrants that:

14.2.1          the Client has grounds for sharing the personal data with Siid Limited as envisaged; and

14.2.2          the Client has provided all necessary notices to and obtained all necessary consents from the data subjects as required under Applicable Data Protection Laws to pass their personal data to Siid Limited in order to perform the Services (including making such transfers of the personal data as may be required to perform the Services).

14.3     Both parties will comply with all applicable requirements of Applicable Data Protection Laws.

14.4     To the extent that Siid Limited processes personal data as a processor on behalf of the Client the provisions of this clause 14.4 shall apply.

14.4.1   Schedule 3 sets out the scope, nature and purpose of processing by Siid Limited, the duration of the processing and the types of personal data and categories of data subject.

14.4.2   Without prejudice to the generality of clause 14.3 Siid  Limited shall:

• process personal data only on the documented instructions of the Client, unless the Siid Limited is required by applicable laws to otherwise process that personal data. Where Siid Limited is relying on applicable laws as the basis for processing, Siid Limited shall notify the Client of this before performing the processing required by the applicable laws unless those applicable laws prohibit Siid Limited from so notifying the Client on important grounds of public interest. Siid Limited shall inform the Client if, in the opinion of Siid Limited, the instructions of the Client infringe Applicable Data Protection Laws;
• implement the technical and organizational measures set out in its data personal data security policy (available on request) to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, which are 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;
• ensure that any personnel engaged and authorised by Siid Limited to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
• assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to Siid Limited), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the Client without undue delay on becoming aware of a personal data breach involving the personal data;
• at the written direction of the Client, delete or return the applicable personal data and copies thereof to the Client on termination of the Contract to which such personal data relates, unless the Siid Limited is required by applicable law to continue to process that personal data. For the purposes of this clause 4(f) personal data shall be considered deleted where it is put beyond further use by Siid Limited; and
• maintain records to demonstrate its compliance with this clause 14.4 and allow for reasonable audits by the Client or the Client's designated auditor, for this purpose, on reasonable written notice.
• The Client hereby provides its prior, general authorisation for Siid Limited to appoint processors to process the personal data provided that Siid Limited:

• shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Siid Limited in this clause 14.4;
• shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Siid Limited; and
• shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to Siid Limited’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Laws, the Client shall indemnify the Siid Limited for any losses, damages, costs (including legal fees) and expenses suffered by Siid Limited in accommodating the objection.

14.4.4   Siid Limited shall not, in its capacity as processor, transfer personal data outside of the United Kingdom unless (i) it has obtained the Client’s prior written authorisation to make such transfer; and (ii) there are measures in place to ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.

(15)      GENERAL

15.1     No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the right of that party and no such rights or breach of any provision of a Contract shall be waived unless such waiver is expressly consented to in writing.

15.2     If any provision of a Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of such Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

15.3     Subject to Clause 10.3, a Contract may not be varied except by a written document signed by or on behalf of each of the parties.

15.4     The Client shall not, without the prior written consent of Siid Limited, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under a Contract.

15.5     A Contract does not confer any rights on any person or party (other than the parties to such Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.6      A Contract shall constitute the entire agreement between the parties in relation to the subject matter of such Contract, and shall supersede all previous agreements, arrangements, representations and understandings between the parties in respect of that subject matter.

15.7.1   Any notice required to be given under a Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in such Contract, or such other address as may have been notified by that party for such purposes, or sent by email to an email address that has been designated by that party for notification purposes.

• A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post, if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.7.2, a business day means Monday to Friday on a day that is not a public holiday in the United Kingdom and business hours means 9.00am to 5.00pm on a business day.

• A Contract shall be governed by and construed in accordance with English law.

• The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a Contract.

Schedule 1

Acceptable Use Policy

1. This Acceptable Use Policy has been designed to protect the Platform and to ensure that it remains functional, accessible and secure for all customers and their users. It is a requirement of this Acceptable Use Policy that it is strictly complied with, both in letter and in spirit. In the event that you are unsure as to whether any particular use of the Platform is permitted, please submit a Support Request seeking clarification.
2. This Acceptable Use Policy applies to all users of the Platform. A reference in this Acceptable Use Policy to “you” is to any User.
3. You must use the Platform in accordance with this Acceptable Use Policy and the relevant Contract, and in good faith and in the manner in which is intended. You must also read the Documentation and ensure that you use the Platform in accordance with it and let us know if you become aware of anything which concerns you regarding the Platform, including any security issues or any breach or potential breach of our Contract or this Acceptable Use Policy by you or any other party.
4. You must not use the Platform in a manner that breaches any applicable local, national or international law or regulation, may damage Siid ’s reputation, that of the Platform, or the reputation of any customer or User and/or is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
5. You may not use the Platform for the following purposes:

5.1          uploading, downloading, using or re-using any material which:

5.1.1           is inaccurate or expresses an opinion which is not genuinely held;

5.1.2           contains any material which is defamatory or derogatory of any person or is obscene, offensive, hateful or inflammatory;

5.1.3           promotes sexually explicit material, violence, any illegal activity or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

5.1.4           infringes the Intellectual Property Rights or other rights of any person;

5.1.5           is likely to deceive any person;

5.1.6           is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; and/or

5.1.7           advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse; and

5.2          harming or attempting to harm any individual, company or other body in any way; and

5.3          accessing any computer, system, data or network in an unauthorised manner.

6. You must not use automated scripts to collect information from or otherwise interact with the Platform (except as expressly permitted otherwise in the Documentation), reproduce, duplicate, copy or re-sell any part of the Platform or impersonate any person or misrepresent your identity or affiliation with any person.
7. You must not make excessive API calls to the Platform or otherwise interact with the Platform in a manner which would place excessive load on Siid ’s systems. For reference, Siid anticipates that under normal usage a customer will make fewer than 10 API calls per consignment, but will treat up to 20 API calls per consignment as “fair usage”. If the number of API calls per consignment exceeds this figure (other than by prior written agreement) or you interact with the Platform in another manner that Siid  considers to be unfair or unreasonable then Siid  may request that you discontinue such usage and may restrict or suspend your access to the Platform until it is satisfied that the issue has been rectified.   
8. You must not access without authority, interfere with, damage or disrupt any part of the Platform, any equipment or network on which the Platform is stored, any software used in the provision of the Platform or any equipment or network or software owned or used by any third party.
9. You must not attempt to circumvent any security measure or other restriction or transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or to attack the Platform via a denial-of-service attack or a distributed denial-of service attack.

Schedule 2

Service Level Agreement

This Service Level Agreement describes the Support Services and service levels available to the Client in respect of a Contract.

1. SUBMITTING SUPPORT REQUESTS

1.1          All Support Requests must be submitted to Siid Limited.

1.2          Support is provided by Siid Limited’s support team during the support hours specified in the Order Form.

2. INCIDENT CATEGORIES2.1 Every Support Request submitted will be allocated a category by Siid Limited Group, acting reasonably and following the below guidelines:

For the avoidance of doubt it is Siid Limited Group’s responsibility to triage and assign the relevant severity level.

3. SERVICE LEVELS3.1 Support Requests

3.1.1       Siid Limited will use reasonable endeavours to respond to and resolve all incidents (or provide a workaround as it considers appropriate) within the following timescales:

3.1.2       For the avoidance of doubt Siid Limited will work on severity 1 and severity 2 issues 24/7, both inside and outside working hours, and compliance with the targets shall be calculated accordingly, but the Client acknowledges that Siid Limited Group's ability to effectively work on the issues outside of working hours will be dependent and conditional upon the Client making appropriate representatives and resources available during such times to assist Siid Limited with resolving the issue.

3.2. Service Credits

3.2.1     If in any calendar month (a “Credit Month”) Siid Limited fails to provide a resolution within the relevant target resolution time, then subject to paragraphs 3.2.3, 3.2.4 and 3.2.5, for each such failure the Client shall become entitled to the service credit specified in the table set out below corresponding to the relevant severity level of failure on submitting a written claim for such service credit, provided that the relevant failure or other problem relating to the Platform:

3.2.1.1 did not result from any of the causes set out in paragraph 3.3.3; and

3.2.1.2 did not result from the Client’s failure to fulfill its responsibilities pursuant to paragraph 3.1.2, 4.1 and/or 4.2.

3.2.2     The parties acknowledge that each service credit is proportionate when considering the Client's legitimate interest to address and resolve all resolution failures as quickly as possible.

3.2.3     The provision of a service credit shall be an exclusive financial remedy for a particular resolution failure.

3.2.4     Siid Limited’s total aggregate liability for service credits in any Credit Month shall not exceed an amount equivalent to the Platform Fees paid by the Client pursuant to the relevant Contract for use of the Platform  during such Credit Month.

3.2.5     Service credits shall be shown as a deduction from the amount due from the Client to Siid Limited in the next invoice then due to be issued under the relevant Contract. Siid Limited shall not in any circumstances be obliged to pay any money or make any refund to the Client.

3.3. Availability

3.3.1       Siid Limited will use reasonable endeavours to ensure that the Platform is available at least 99.5% of the time, 24 hours a day, seven days a week.

3.3.2       Availability shall be calculated for each calendar month according to the following formula:

Where:

User Minutes means the total number of minutes in the applicable month, less all scheduled downtime, multiplied by the total number of Users.

Downtime means the sum of the length (in minutes) that each severity 1 incident (as defined above) is ongoing, multiplied for each incident by the number of Users affected by that incident. Downtime does not include any excluded incidents, as described in paragraph ‎0.3.3. below.

3.3.3       For the purposes of paragraph ‎03.3.2, unavailability of the Platform shall not be considered to constitute downtime where such unavailability is due to:

3.3.3.1         maintenance (planned);

3.3.3.2         problems caused by the Client’s (or a User’s) own systems or networks, a Carrier’s systems or networks or any other third party networks, or by hardware, software, firmware or media not supplied by Siid Limited Group;

3.3.3.3         unauthorised action or inaction on the part of the Client, its employees, agents, contractors or customers, unauthorised access to Siid Limited Group’s system using the Client’s access credentials, or failure by the Client to follow appropriate security practices;

3.3.3.4         attempting to access the Platform other than via a Compatible Browser, otherwise failing to adhere to required configurations, use supported platforms or follow applicable policies or using the Services in a manner inconsistent with the features and functionality of such Services (including faulty input or instructions from the Client) or which is inconsistent with published guidance;

3.3.3.5         attempts to perform operations exceeding prescribed quotas notified to the Client or issues arising from Siid Limited Group’s throttling of suspected inappropriate use;

3.3.3.6         use of the Services by the Client after it was asked to modify its use of the Services but failed to do so;

3.3.3.7         a Force Majeure Event; or

3.3.3.8         breach of a Contract by the Client, or other circumstances in which suspension is permitted by a Contract.

3.3.4       Siid Limited utilises third party monitoring systems to measure and record system availability. Provided that the relevant third party monitoring system is properly configured and unless there is a proven malfunction with that system the availability figures provided shall be final and binding between the parties. Siid Limited will provide the availability figures to the Client on a monthly basis.

3.4          Any failure by Siid Limited to meet the availability targets described in paragraphs 3.3.1 to 3.3.3 in respect of a Contract in three consecutive calendar months shall be deemed a material breach of such Contract.

4. CLIENT’S RESPONSIBILITIES

4.1          Siid Limited Group’s ability to provide the Support Services relies on the Client making a full and detailed report of the particular issue being experienced, sufficient for Siid Limited to reproduce the issue (where applicable) and to identify the cause. The resolution target time shall run from the point at which a full and detailed response is received.

4.2          Once a Support Request has been submitted the Client must fully co-operate with Siid Limited to assist Siid Limited in resolving the issue. Should the Client at any time not promptly respond (response times as defined in clause 3.1) to any query raised by Siid Limited then the time for resolving the issue shall be deemed suspended until an appropriate response is received.

5. LIMITATIONS

5.1          The Support Services do not cover:

5.1.1           problems caused by use of the Platform in breach of a Contract, including where the Platform is being used contrary to the Acceptable Use Policy or otherwise than as described in the Documentation;

5.1.2           use of the Platform by employees or other representatives of the Client who are not authorised or have not received sufficient training;

5.1.3           problems caused by the Client’s (or other User’s) own systems or networks, or by hardware, software, firmware or media not supplied by Siid Limited Group;

5.1.3           use of the Platform other than through a Compatible Browser;

5.1.4           issues caused by Force Majeure Events;

5.1.5           any issues with the Carrier Services or with the data provided by Carriers;

5.1.6           queries about the Developments, except where the query relates to a technical malfunction caused by or relating to the Developments;

5.1.7           providing training to Users;

5.1.8           rectifying errors made by Users; or

5.1.9           provision of on-site support or support at any location other than remotely from Siid Limited Group’s own premises.

5.2          In the event that the Client requests any support of a type described in paragraph 5.1 Siid Limited may provide the requested support at its discretion, but shall be entitled to charge for such support at its then current day rates. These charges may be imposed retrospectively where Siid Limited provides Support Services without first notifying the Client of the additional charges, for example in an emergency or where it only becomes clear that the services provided fall within paragraph ‎5.1 following the services being provided.

Schedule 3

Processing Details

Subject matter, nature and purpose of the processing:

Processing personal data for the purpose of providing Services as further described in the Contract.

Duration of the processing:

The term of the Contract.

Categories of the data subjects:

Customers of the Client.

Type of personal data:

Name, telephone number, physical address, email address.