Terms and Conditions
Birdie Terms and Conditions
Annexure 1
Birdie Terms and Conditions
Key commercial terms
This summary highlights six points partners most often ask us about. It is for convenience only and is not a substitute for the full terms below – the full terms govern this Agreement.
1. This is a committed agreement. Once your Order Form is signed, you are committed for the full Subscription Term and for each Renewal Period. You cannot cancel during a term.
2. Your fees depend on the pricing basis set out in your Order Form. Depending on your Order Form, your Fees may be calculated by reference to Active Care Recipients, hours (whether Variable Hours or Scheduled Hours), Users, Seats or another unit we set out. Where your Fees are calculated by reference to Active Care Recipients, we count each Care Recipient marked with an ‘Active’ status on the Platform for at least five days in the relevant month. The more of the applicable billing units you consume, the more you pay.
3. Where you are charged on the basis of Active Care Recipients. Where you are charged based on the number of Active Care Recipients, note that this is defined as the number of Care Recipients marked with an ‘Active’ status on the Platform for at least five days in the relevant month. It is your sole responsibility to ensure that you mark any inactive Care Recipients with an ‘Inactive’ status in the Birdie Platform. Birdie will not offer any refund or reduction in fees where you have not changed the status within the Platform in accordance with the above.
4. Minimum monthly fees apply regardless of how much you use the Services. You will pay at least the Minimum Subscription Fee shown on your Order Form every month, even if your actual usage (measured by whichever pricing unit applies under your Order Form) falls below the minimum threshold. You are not entitled to a refund, credit or rollover of unused capacity.
5. Your subscription renews automatically. Unless you give us written notice at least 30 days before the end of your current Subscription Term or Renewal Period, your subscription will renew automatically. Except as expressly provided in the applicable Order Form, renewal will be at Birdie’s applicable list price for the Services in effect at the time of the renewal. Fees may increase on renewal. Please read any fee-change notices we send you carefully and respond within the deadlines stated.
6. Additional products. These Terms govern the main Birdie product. If you also subscribe for any additional product or service offered by Birdie (for example SmartPlans, or any product offered as an alpha, beta, trial, or general release additional to the main Birdie product), separate Additional Product Terms apply to that product. The Additional Product Terms (and any Order Form for that product) take precedence over these Terms in the event of a conflict, but only in respect of that product. Each additional product may have separate pricing, invoicing, payment and subscription arrangements. The URL for the Additional Product Terms applicable to each Additional Product will be set out on the relevant Order Form for that Additional Product and, copies of all of Birdie’s terms can be found at www.birdie.care/terms.
1. Who we are
1.1 We are Birdie Care Services Limited (‘Birdie’, ‘we’, ‘us’, ‘our’), a company registered in England and Wales (company number 10863579) with our registered office at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
1.2 If you have signed an Order Form with us, you are our customer (referred to in these Terms as ‘you’ or ‘the customer’). We refer to you and us together as ‘the parties’.
2. The documents that make up this Agreement
2.1 This Agreement consists of the following documents (together, the “Agreement”):
(a) the Order Form (or online quote) you have accepted, including any supplemental Order Form;
(b) these Terms and Conditions;
(c) our Acceptable Use Policy (https://www.birdie.care/acceptable-use-policy), as updated from time to time;
(d) our Acceptable Partner Behaviour Policy (available at https://www.birdie.care/terms/acceptable-partner-behaviour-policy), as updated from time to time;
(e) if you subscribe for any Additional Product, the Additional Product Terms applicable to that Additional Product (the URL for which is referenced on the relevant Order Form but which may also be found at www.birdie.care/terms), as updated from time to time; and
(f) our Data Processing Agreement (https://www.birdie.care/dpa), and any other data processing agreement as applicable to any Additional Product as referenced in those Additional Product Terms.
Each of these documents is incorporated into and forms part of this Agreement, to the extent applicable.
2.2 Order of precedence. These Terms govern the main Birdie product. If there is a conflict between any of the documents listed above, they take precedence in the order set out below. The Additional Product Terms and any Order Form for an Additional Product take precedence over these Terms only in respect of that Additional Product (so, for example, if these Terms have a 30-day payment term but the Additional Product Terms for SmartPlans have a 14-day payment term, then – unless the Order Form for SmartPlans says otherwise – 30 days will apply to the main Birdie product and 14 days will apply to SmartPlans).
(a) the Data Processing Agreement;
(b) the Order Form (including any add-on Order Form), and any Order Form for an Additional Product (and Order Forms will take precedence according to date with the most recent taking precedence);
(c) the Additional Product Terms (in respect of the Additional Product to which they apply);
(d) these Terms and Conditions;
(e) the Acceptable Use Policy; and
(f) the Acceptable Partner Behaviour Policy.
2.3 Additional services. Any services we provide to you in addition to the Services described in your Order Form will be set out in a further Order Form or otherwise agreed between us in writing (including by email). Additional services will be charged at our then-current list rates and, unless we expressly agree otherwise, will be governed by this Agreement.
2.4 Additional Products. If you subscribe for any Additional Product:
(a) the Additional Product may be governed by the Additional Product Terms applicable to that Additional Product, either in replacement of, or supplementary to, these Terms and Conditions, as referenced on your Order Form for the Additional Product, as available at www.birdie.care/terms or as notified to you in writing from time to time;
(b) each Additional Product may have separate pricing, invoicing, payment, billing-frequency and subscription arrangements, which would be set out in the relevant Order Form or Additional Product Terms if applicable;
(c) in the event of any conflict between these Terms and the Additional Product Terms (or the Order Form for that Additional Product), the Additional Product Terms (or that Order Form) take precedence, but only in respect of that Additional Product - these Terms continue to govern your use of the main Birdie product;
(d) by accepting an Order Form for an Additional Product (whether by checkbox, signature, click-through or other written confirmation (which may be by email)), you accept the Additional Product Terms applicable to that Additional Product; and
(e) we may add, change or withdraw Additional Products from time to time. Withdrawal of an Additional Product will not, by itself, affect your subscription for the main Birdie product.
3. Definitions
The following capitalised terms have the meanings set out below. Other defined terms are introduced where they appear in the Agreement:
“Acceptable Use Policy” means our policy at https://www.birdie.care/acceptable-use-policy, as updated from time to time;
“Acceptable Partner Behaviour Policy” means our policy available at https://www.birdie.care/terms/acceptable-partner-behaviour-policy, as updated from time to time, which sets the standards of behaviour we expect from you and your Authorised Users when interacting with us;
“Active Care Recipient” means a Care Recipient who has been marked with an ‘Active’ status on the Platform for at least five days in a given calendar month;
“Additional Product” means any product or service offered by Birdie in addition to the main Birdie Platform (for example SmartPlans, Birdie Analytics etc), whether offered as an alpha, beta, trial, pilot, or as a general-release product or service;
“Additional Product Terms” means the terms and conditions applicable to each Additional Product, available at the URL referenced on the relevant Order Form (and otherwise as we notify you in writing), as updated from time to time. Each Additional Product has its own Additional Product Terms;
“Agreement” has the meaning given in clause 2.1;
“Authorised User” means an end user (such as a member of your staff or a care professional) you allow to access and use the Services;
“Care Recipient” means your end-clients who are recipients of care services. References to Care Recipients include former Care Recipients to the extent relevant. Where your Order Form uses the term “Care Recipient” (or an abbreviation such as “CR” or “CRs”) as a billing unit, that reference is to be read as a reference to an Active Care Recipient;
“Confidential Information” has the meaning given in clause 10;
“Customer Data” means (a) data or other materials that you, your Authorised Users, or anyone acting on your behalf input into the Platform; (b) data that connected devices generate or provide within the Platform based on your inputs and your use of the Services; and (c) the personal data of Care Recipients and Authorised Users;
“Minimum Subscription Fee” means the minimum monthly fee payable by you, as set out in your Order Form. The Minimum Subscription Fee is calculated by reference to a minimum number of the applicable pricing unit specified in your Order Form (which may be Active Care Recipients, Care Recipients, Variable Hours, Scheduled Hours, Users, Seats or another unit) multiplied by the applicable unit price;
“Order Form” means the order form, quotation (also referred to as a “quote”), email exchange, or other document (in each case however titled and whether or not the words “Order Form” appear on its face) issued by us to you and by which you agree to receive the Services and (where applicable) any Additional Product, and pay the applicable fees. References in these Terms to an Order Form include any supplemental Order Form and any quotation;
“Platform” means the Birdie web app, mobile app and other software made available by us as part of the main Birdie product;
“Renewal Period” means each period for which the Subscription Term renews, as described in clause 7.2;
“Scheduled Hours” means the total number of hours of visits planned per Care Recipient in your Birdie rota, multiplied by the number of care professionals scheduled to attend, but excluding hours that are subsequently cancelled and not charged, or that are tagged as shadowing, introductions or supervisions;
“Seats” means licensed access-slots for the Services (each held by an individual user) that are metered as a billing unit under your Order Form (for example, a Birdie Analytics Viewer Seat). A Seat is a type of User licence for the purposes of these Terms;
“Services” means the provision by us to you of each part of the Platform set out in the Order Form (or otherwise agreed in writing, including by email), together with any other services described in the Order Form or any additional Order Form, including (without limitation) Birdie Analytics, professional services, success and support services, implementation, training and data migration. References to the Services do not include any Additional Product, which is governed by the Additional Product Terms (although these Terms otherwise apply to the Additional Product as set out in clause 2.4);
“Subscription Term” means the initial term of your subscription for the main Birdie product as set out in your Order Form, together with any Renewal Period. Each Additional Product has its own subscription term as set out in the relevant Order Form or Additional Product Terms, which may be aligned to the term of your subscription to other products and services you subscribe to from Birdie (including the Platform);
“Users” means individuals (whether Authorised Users or otherwise) whose access to, or use of, the Services is metered as a billing unit under your Order Form (for example, a single-sign-on user or a named seat holder). References to “Users” in these Terms include any equivalent capitalised term used in the Order Form to identify a per-individual billing unit;
“Variable Hours” means hours billed on a variable basis (being the number of Scheduled Hours used in excess of the number of hours set out in your Minimum Subscription Fee), as described in your Order Form;
“Variable Rate” means the per-unit rate set out in your Order Form for usage above the minimum included in your Minimum Subscription Fee. Units may include (without limitation) Active Care Recipients, Care Recipients, Variable Hours, Variable Units, Users, Seats, or any other unit of consumption specified in the Order Form; and
“Variable Units” means the units of consumption billed on a variable basis (over and above the minimum included in your Minimum Subscription Fee), as described in your Order Form. Variable Units may include hours, Care Recipients, Users, Seats or any other unit specified in the Order Form.
4. The Services and your right to use them
4.1 Right to access and use. Subject to your compliance with this Agreement, we grant you and your Authorised Users a non-transferable, non-sublicensable, non-exclusive and revocable right to access and use the Services during the Subscription Term, solely for the purpose of running your business operations and providing care to your Care Recipients. This right is granted to the entity named on your Order Form and does not extend to any subsidiary or group company of that entity. Where the customer name shown on your Order Form is a trading name rather than the legal entity that operates under it, this Agreement is entered into with that legal entity, which is “you” for the purposes of these Terms.
4.2 Birdie Analytics. Birdie Analytics is provided through Looker, a Google Cloud Platform service. Your use of Birdie Analytics is subject to the Google Cloud Platform Terms of Service in force from time to time.
4.3 Our service commitment. We will perform the Services with reasonable skill and care and in line with industry standards.
4.4 Limits on this commitment. Clause 4.3 does not apply where: (a) you (or your Authorised Users) use the Services in breach of our instructions or this Agreement; or (b) an unauthorised third party makes any change to the Services or Platform.
4.5 Remedy for non-conformance. If the Services do not meet our commitment in clause 4.3, we will use reasonable commercial efforts to correct the non-conformance promptly or to provide you with an alternative way to achieve the desired performance. This is your sole and exclusive remedy for any breach of clause 4.3.
4.6 Availability. We will use commercially reasonable efforts to keep the Services and Platform available but do not guarantee uninterrupted availability. In particular:
(a) Maintenance. We may take the Services offline for maintenance. We will use reasonable endeavours to schedule maintenance outside business hours and we aim to give you at least 24 hours’ notice by email. We may not be able to give advance notice of emergency maintenance.
(b) Communication networks. The Services may be affected by limitations, delays and other problems in communication networks and infrastructure outside our control.
(c) No financial remedy. We are not obliged to give any refund, credit, service credit or other financial remedy in respect of any failure to meet the availability commitment in this clause 4.6, or in respect of any downtime, unavailability, delay, latency or interruption in the Services or Platform, whether arising from maintenance under sub-clause (a), communication-network limitations under sub-clause (b), any third-party dependency, or otherwise. Your sole and exclusive remedy in respect of any breach of clause 4.6 is (where applicable) the remedy for non-conformance in clause 4.5.
4.7 Suspension for breach. We may suspend your or any Authorised User’s access to the Services without prior notice if you or an Authorised User breaches this Agreement, or if we reasonably suspect such a breach. We will restore access once the breach has been remedied to our satisfaction.
4.8 Use of artificial intelligence in our operations. We may use artificial intelligence and machine-learning technologies (including those provided by third-party vendors) to operate, maintain, develop and improve the Platform and the Services. By accepting this Agreement you consent to that use. We remain responsible for the Services we provide to you in accordance with this Agreement, and we will comply with Applicable Data Protection Laws in our use of artificial intelligence.
4.9 AI-generated outputs. Where the Services include outputs generated by artificial intelligence (such as suggestions, summaries, transcriptions, predictions or risk indicators), you acknowledge that those outputs may be incomplete, inaccurate, biased, or otherwise unsuitable for any specific purpose. You are responsible for reviewing AI-generated outputs and exercising professional judgment before relying on them, and for any decisions or actions you (or your Authorised Users) take based on them. AI-generated outputs are not a substitute for clinical judgment.
4.10 Beta and trial features. From time to time we may make features, tools or Additional Products available to you on a beta, alpha, trial, pilot or ‘early access’ basis. Such features are made available ‘as is’, may be changed or withdrawn at any time, are not subject to the service commitments in clauses 4.3 to 4.6, and may be governed by separate Additional Product Terms. We will tell you when a feature is provided on this basis.
5. Your responsibilities
5.1 User accounts and credentials. Each Authorised User will be issued with login credentials to access the Services. You are responsible for the use of the Services by your Authorised Users, including all user passwords generated for each Authorised User, and for protecting all account details from unauthorised use.
5.2 Device security and access rights. You are responsible for the security of any computer or mobile device from which you, or any Authorised User, signs in to the Services. You are responsible for setting the access rights for each of your Authorised Users. You must ensure that each Authorised User keeps their account credentials confidential.
5.3 Notifying us of unauthorised access. You must notify us promptly if you become aware of any unauthorised access to, or use of, the Services or Platform, and of any change in the user of an account (in which case the entire account must be transferred to the new user). More than one user may not access an account.
5.4 General undertakings. You and your Authorised Users must:
(a) provide us with all reasonable cooperation and information needed for us to deliver the Services;
(b) comply with all applicable laws and regulations, including the requirements of any applicable regulatory authority which regulates health and social care services in your jurisdiction (including, where applicable, the Care Quality Commission);
(c) only use the Services in accordance with this Agreement, the Acceptable Use Policy and the Acceptable Partner Behaviour Policy and any other policy or instructions communicated to you by us from time to time;
(d) obtain and maintain all licences and consents necessary for you and your Authorised Users to perform your obligations and exercise your rights under this Agreement; and
(e) ensure your network and systems comply with the specifications we provide to you.
Customer Data means: (a) data or other materials that you, your Authorised Users (or anyone acting on your behalf) input into the Platform; (b) data that connected devices generate or provide within the Platform based on your inputs and your use of the Services; and (c) the personal data of Care Recipients and Authorised Users.
5.5 Your exclusive responsibilities. The following are your exclusive responsibility, and we accept no liability in respect of them:
(a) caring for and managing your Care Recipients’ health and well-being, including the actions, assessments and recommendations of your Authorised Users;
(b) scheduling and administering medication in the correct dosages in accordance with each Care Recipient’s care plan and prescriptions;
(c) ensuring the legality, reliability, integrity, accuracy and quality of Customer Data;
(d) procuring and maintaining your network connections and telecommunications links to the Platform; and
(e) all acts and omissions of your Authorised Users.
5.6 Rules of use. You must not (and must not permit any Authorised User or third party to):
(a) embed the Services or any data generated by the Services into any of your or a third party’s products or services without our written permission;
(b) make the Services or any data generated by the Services available through crawling, scraping, spidering or any similar means;
(c) copy or access any part of the Services or the data generated by the Services that we do not provide through the Platform interface, except for downloadable copies required for your business operations;
(d) circumvent or attempt to override any security feature of the Services or Platform;
(e) reproduce, duplicate, copy, modify, create derivative works from, frame, mirror, republish, resell, download, display, transmit or distribute all or any part of the Services or Platform in any form or medium;
(f) decompile, reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying ideas, algorithms, structure or organisation of any part of the Services or Platform, except (and only to the extent) expressly permitted by applicable law (and, where the law permits decompilation for interoperability purposes, only after first requesting from us, and being denied or not provided within a reasonable time, the information necessary to achieve interoperability);
(g) use any of our Confidential Information, source code, technical documentation, architecture, designs, or other proprietary materials, or any information derived from observation, study, or testing of the Services or Platform, to design, develop, commercialise, or assist any third party to design, develop or commercialise: (i) any product or service that competes with the Services, the Platform, or any Additional Product; or (ii) any product or service that replicates or substantially mimics the user interface, look and feel, or distinctive features of the Services, Platform or any Additional Product. For the avoidance of doubt, this clause does not prevent you from independently developing or acquiring software or services with similar functionality, provided you do so without use of our Confidential Information or proprietary materials and without infringing our intellectual property rights;
(h) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Services or Platform available to any third party;
(i) use any output of the Services (including any AI-generated output) to train, develop, validate or improve any artificial intelligence model, machine-learning system, dataset or product that competes with, replicates or substantially mimics the Services, the Platform or any Additional Product;
(j) attempt to gain (or assist any third party to gain) access to the Services or Platform in breach of this Agreement; or
(k) knowingly introduce or permit any virus into our network or information systems.
5.7 Performing on time. You must perform your responsibilities under this Agreement on time and efficiently. If you cause a delay:
(a) you must notify us promptly and use reasonable endeavours to mitigate any adverse effect of the delay;
(b) we will not be liable to you for any consequent delay in our performance; and
(c) we will be entitled to a reasonable extension of time for our performance, at least equal in length to your delay.
We may grant you an extension at our sole discretion.
5.8 Fair use of SMS notifications. The Services include 300 SMS notifications per branch per month at no additional cost. The allowance resets on the first of each month and unused SMS do not roll over. If your usage exceeds the monthly allowance, we may at our discretion either: (a) charge £0.04 per additional SMS; or (b) suspend the SMS notification service until the start of the next month. If you exceed the allowance for three consecutive months, we may suspend SMS notifications until you confirm you have taken steps to bring usage within the allowance, or until you have paid the additional charges.
5.9 Compliance with anti-bribery, modern slavery and sanctions laws. Each party will: (a) comply with all applicable anti-bribery and anti-corruption laws (including the UK Bribery Act 2010); (b) comply with all applicable laws on modern slavery and human trafficking (including the Modern Slavery Act 2015) and not engage in any practice that would constitute an offence under such laws; and (c) comply with all applicable trade and economic sanctions, export controls, and anti-money-laundering laws.
5.10 Records retention. You acknowledge that you are required by applicable laws and regulations (including the requirements of any applicable regulatory authority which regulates health and social care services in your jurisdiction) to keep accurate, complete and up-to-date records about your Care Recipients, your operations and your delivery of care. You acknowledge that the Platform forms part of those records and that you are responsible for maintaining your records (including any data, reports, audit trails and evidence stored on, or generated by, the Platform) so that you can comply with those requirements. We are not liable for your record-keeping or for any failure by you to comply with your record-keeping obligations.
5.11 Compliance with our instructions. You must comply with our reasonable written instructions about how to use the Services and Platform safely and effectively, including any instructions we provide about clinical-safety configuration, security best practice, or release-related changes. We are not liable for any loss or damage caused by your failure to comply with our reasonable written instructions.
6. Fees and payment
6.1 How we charge you.
(a) Your fees are set out in your Order Form (and any supplemental Order Form). We charge a Minimum Subscription Fee, plus additional fees for usage above the minimum (based on Variable Units), plus any add-on, professional services, success and support, or other fees agreed in your Order Form or in writing.
(b) The Minimum Subscription Fee applies every month, regardless of usage. The Minimum Subscription Fee is based on the minimum number of the applicable pricing unit specified in your Order Form (which may be Active Care Recipients, Care Recipients, Variable Hours, Scheduled Hours, Users,
Seats or another unit). We will charge you the full Minimum Subscription Fee each month even if your actual number of the applicable pricing unit is lower than the minimum. You are not entitled to a refund, credit or rollover of any unused capacity.
(c) Usage above the minimum. If, in any month, your consumption of the applicable pricing unit exceeds the minimum included in your subscription, we will charge you for the excess at the Variable Rate, monthly in arrears. This is in addition to the Minimum Subscription Fee, and applies regardless of the billing frequency for the Minimum Subscription Fee.
(d) Additional Products. Each Additional Product may have its own pricing, invoicing, billing-frequency, payment-term and subscription arrangements, as set out in the relevant Order Form or Additional Product Terms. To the extent such terms apply (which will be confirmed in the relevant Order Form or Additional Product Terms), those arrangements apply to the Additional Product instead of (and not in addition to) the corresponding provisions of this clause 6, unless the Order Form or Additional Product Terms expressly say otherwise.
6.2 Payment terms.
(a) You agree to pay all subscription and other fees set out in your Order Form. All amounts are stated and payable in pounds sterling. Fees are non-cancellable and non-refundable, and exclude VAT, which we will add to invoices at the applicable rate. Unless your Order Form specifies otherwise, invoices are payable on demand (with issue of the invoice constituting demand for payment).
(b) You must provide us with valid, up-to-date and complete billing information. Payment method and payment frequency (for example, monthly, quarterly or annually) may be as set out in your Order Form or as otherwise notified to you in writing (including by email).
(c) Late payment. If you do not pay an invoice within 30 days of the date of issue of that invoice, we may: (i) suspend access to the Services for you and your Authorised Users until we receive payment of all outstanding amounts; (ii) charge interest at 4 percentage points per annum above the Bank of England base rate from time to time on outstanding amounts; and (iii) exercise any other rights or remedies available to us under this Agreement or at law.
6.3 Changes to fees on renewal.
(a) Renewal at list price by default. Except as expressly provided in the applicable Order Form, renewal of your subscription (whether at the end of the initial Subscription Term or at the end of any Renewal Period) will be at Birdie’s applicable list price for the Services in effect at the time of the applicable renewal. This default is subject to the notice and objection process in sub-clause (c).
(b) If we wish to revise the fees other than in accordance with 6.3(a) above, we will give you at least 45 days’ written notice of the proposed renewal fees, and you may object as set out in sub-clause (c). Fee changes may include reductions or removal of discounts and changes to the Minimum Subscription Fee for your package.
(c) If you do not accept the updated fees, you must give us a written objection within 15 days of the notice. The Agreement will then terminate at the end of the later of (i) the then-current Subscription Term or Renewal Period; or (ii) 45 days from the date of our notice. Until that termination date the pre existing fees will apply. If we do not receive a written objection within that time, your subscription will renew at the new fees.
(d) If you require a change of plan or package on renewal, determined at Birdie’s reasonable discretion based on usage, the fees applicable to that new plan or package will apply.
6.4 Disputed invoices.
(a) Notice of dispute. If you wish, reasonably and in good faith, to dispute an invoice (or any part of one), you must give us written notice of the dispute within 30 days of the date of issue of that invoice. Your notice must identify the specific amount(s) disputed and set out, in reasonable detail, the grounds of the dispute.
(b) 28-day Dispute Window. Where you give a valid notice of dispute in accordance with sub-clause (a): (i) payment of the disputed amount is deferred (payment of any undisputed amount remains payable on demand in accordance with clause 6.2(a)); and (ii) the parties will use reasonable endeavours to resolve the dispute during the 28-day period beginning on the day we receive your notice (the “Dispute Window”). During the Dispute Window each party will provide such information and cooperation as the other reasonably requires to investigate and resolve the dispute, and (for the avoidance of doubt) the late-payment sanctions in clause 6.2(c) do not apply to the disputed amount during the Dispute Window.
(c) Resolution or expiry of the Dispute Window. If the dispute is resolved during the Dispute Window, the amount agreed to be payable (if any) becomes payable within five business days of the resolution. If the dispute is not resolved during the Dispute Window, the disputed amount becomes immediately payable at the end of the Dispute Window, without prejudice to your right to continue to pursue the dispute through the dispute-resolution process in clause 15 (or, where applicable, to have the disputed amount refunded once resolution is reached).
(d) No timely notice of dispute. If you do not give a valid notice of dispute in accordance with sub-clause (a), the full invoiced amount remains payable on demand under clause 6.2(a) and you may not thereafter withhold payment on the ground of a dispute. This does not prevent you from raising a dispute after the 30-day notice period in sub-clause (a), but any such dispute must be pursued through clause 15 without withholding payment.
6.5 No set-off. All amounts payable by you under this Agreement must be paid in full, without any deduction, set-off, counterclaim, abatement or withholding, save (i) as required by law; or (ii) as expressly permitted by the deferral mechanism in clause 6.4 (Disputed invoices).
6.6 Annual fee adjustment during the Subscription Term. This clause 6.6 applies in addition to (and independently of) our right to change fees on renewal under clause 6.3.
(a) Annual uplift. We may, on or around 1 January each year (or such other annual date as we notify to you), increase the Fees and any other recurring fees payable under this Agreement by up to the lower of: (i) the percentage change in the UK All Items Retail Prices Index (RPI) published by the Office for National Statistics (or any official successor index) over the 12 months preceding the date of the increase; and (ii) 3%. We will give you at least 30 days’ written notice of the uplift before it takes effect. You expressly consent in advance to any such uplift and have no right to terminate this Agreement on account of an uplift made within the limit set out in this sub-clause (a).
(b) AI-cost-driven adjustment. Where we reasonably consider that our costs of providing the Services have materially increased due to an increase in the cost of, or in our usage of, any token-based or usage-based artificial intelligence or machine-learning system relied on in providing the Services (an “AI Cost Driver”), we may increase the Fees and any other recurring fees payable under this Agreement to reflect that AI Cost Driver. For the avoidance of doubt, this sub-clause (b) does not permit us to increase Fees on account of any other cost driver (including hosting, cloud infrastructure, telecommunications or other third-party processing costs that are not the cost or usage of a token- or usage-based artificial intelligence or machine-learning system). Any such AI-cost-driven increase which, when combined with any uplift under sub-clause (a) taken in the same 12-month period, remains within the limit in sub-clause (a) does not give rise to any objection or termination right. Any such AI-cost-driven increase which exceeds the limit in sub-clause (a) (an “Additional Increase”) is subject to sub-clause (c).
(c) Objection to an Additional Increase. We will give you at least 30 days’ written notice of any Additional Increase, identifying the AI Cost Driver in reasonable detail. You may object to the Additional Increase in writing within 30 days of receiving the notice (the “Objection Window”). If you do not object within the Objection Window, the Additional Increase takes effect from the date specified in the notice (which will be no earlier than the end of the Objection Window). If you object within the Objection Window, we will, within 30 days of the end of the Objection Window, elect by written notice to you either: (i) to cap the increase at (and not exceeding) the limit set out in sub-clause (a), in which case the capped increase takes effect from the date specified in our election notice (which will be no earlier than 30 days after our election notice) and this Agreement continues on that basis; or (ii) to terminate this Agreement, in which case termination takes effect 30 days after our election notice. During the period from your objection until either the capped increase takes effect or termination takes effect (as applicable), we will continue to provide the Services at the fees in force immediately before the Additional Increase. If we do not give an election notice within the 30-day period, we are deemed to have elected sub-clause (i) (cap).
7. Term, renewal and termination
7.1 Effective date and Subscription Term. This Agreement commences on the effective date set out in your Order Form (or, if no effective date is specified, on the date you accept the Order Form). Your initial Subscription Term and any Renewal Periods for the main Birdie product are set out in your Order Form. Each Additional Product has its own effective date and term, as set out in the relevant Order Form or Additional Product Terms, which may be the same as your subscription for the main Platform.
7.2 Automatic renewal. Your subscription will renew automatically at the end of the initial Subscription Term, and at the end of each Renewal Period, for a further period equal to your initial Subscription Term, unless terminated in accordance with clause 7.3. If your Order Form specifies a different renewal period, that period will apply.
7.3 Termination for convenience. Either party may terminate this Agreement (or the relevant Additional Product Terms) for convenience by giving the other at least 30 days’ written notice before the end of the then-current Subscription Term or Renewal Period. Termination takes effect at the end of that term or period. If you give notice, you must expressly identify each product or service to which the notice applies. A single written notice may cover the main Birdie product and one or more Additional Products, provided that the notice expressly identifies each product or service you wish to terminate. Any product or service not expressly identified in the notice is not terminated by that notice (the main Birdie product and each Additional Product are subscribed for separately, and notice given in respect of one does not automatically apply to the others). For the avoidance of doubt, notice given less than 30 days before the end of the then-current Subscription Term or Renewal Period will not prevent automatic renewal.
7.4 Other ways the Agreement can end. This Agreement (or, where applicable, the relevant Additional Product Terms) will also terminate if:
(a) you give written objection to a fee increase under clause 6.3(c) (termination takes effect at the end of the then-current Subscription Term or Renewal Period);
(b) you give written objection to changes to these Terms under clause 18.1 (termination takes effect at the end of the then-current Subscription Term or Renewal Period); or
(c) it is terminated under clause 7.5 or 7.6.
7.5 Termination for breach or insolvency. Either party may terminate this Agreement (and we may terminate any or all Additional Product Terms) immediately by written notice if:
(a) the other party commits a material breach of this Agreement or any Additional Product Terms and fails to remedy it within 30 days of being notified of the breach. Without limiting the generality of this right, any material breach by you of any Additional Product Terms (or any Order Form for an Additional Product) entitles us to terminate this Agreement and any or all Additional Product Terms across all products and services we provide to you;
(b) the other party fails to make a payment by its due date and the amount remains outstanding for 30 days; or
(c) either party becomes insolvent or unable to pay its debts as they fall due, makes any composition or arrangement with creditors, has a receiver, administrator, liquidator or similar officer appointed over its business or assets, passes a resolution for its winding up (other than for a solvent restructuring or amalgamation), or is subject to any analogous event or proceeding under the laws of England or any other applicable jurisdiction.
7.6 Termination by us in special circumstances. We may terminate this Agreement (or any Additional Product Terms) immediately by written notice if (a) the Services or the relevant Additional Product are generally discontinued; or (b) it has become unlawful for us to provide the Services or the relevant Additional Product.
7.7 Effect on other products if you terminate one. If you terminate this Agreement or any Additional Product Terms in respect of one product or service, we may, at our sole discretion: (a) terminate any or all of the other Additional Product Terms (and/or this Agreement) in respect of any other products or services we provide to you, by giving you written notice; and/or (b) revise the pricing for any other products or services we continue to provide to you to our then-current list price, with effect from the date your termination takes effect (or from the next billing cycle, if later). We will tell you in writing if we exercise this right.
7.8 Consequences of termination. On termination of this Agreement (or, where applicable, the relevant Additional Product Terms):
(a) all outstanding fees for the remainder of your Subscription Term or Renewal Period (or, for an Additional Product, the equivalent term) become immediately payable;
(b) your right (and your Authorised Users’ rights) to access the Services (or the relevant Additional Product) ends, and you must stop using them;
(c) you must pay all outstanding fees (data return costs are dealt with separately in clause 7.9);
(d) you must immediately uninstall, delete or remove access to the Services (or the relevant Additional Product) and Platform from your equipment; and
(e) you must destroy or return to us all copies of the Platform (and any Additional Product software) in your possession or control.
7.9 Return of Customer Data.
(a) You may request your Customer Data from the Platform on termination. We will provide it in electronic form (or assist you to download it) within 30 days of your request. We may charge our reasonable costs of returning the Customer Data as a separate invoice, but our obligation to make the Customer Data available for return is not conditional on payment of those costs or of any other outstanding fees.
(b) Your download obligation. You must download your Customer Data in full within 30 days of us making it available to you. We will be deemed to have discharged our data-return obligations in full once we have made the Customer Data available for download. You are responsible for completing the download within that 30-day period; we have no obligation to provide repeat or further downloads, to retain the Customer Data after the 30-day period has expired, or to provide the Customer Data in any different format. After the 30-day period we may delete the Customer Data in accordance with our obligations under Applicable Data Protection Laws.
7.10 Transition period. At our sole discretion, and subject to any associated fees being agreed and paid in advance, we may agree to: (a) extend this Agreement for up to 12 months following termination or expiry to assist you with transition to another provider; or (b) provide read-only administrative access to the Services for an agreed period.
7.11 Survival. Clauses 4.5 (in respect of any breach occurring before termination), 5.5, 5.6, 5.9, 5.10, 6 (Fees and payment), 7.8, 7.9, 7.10 (where a transition has been agreed), 7.11, 8 (Warranties), 9 (Force majeure), 10 (Confidentiality), 11 (Data protection), 12 (Limitation of liability), 13 (Indemnities), 14 (Intellectual property), 15 (Dispute resolution), 16 (Assignment), 17.1 (Notices), 17.4 (Our other activities), and 19 (Other terms) (and any other clause whose nature requires it to survive) will continue to apply after termination.
8. Warranties
8.1 We confirm that we have the rights necessary in the Platform, related documentation and Services to grant you the rights set out in this Agreement.
8.2 Exclusion of warranties. Other than as expressly set out in this Agreement, the Services and Platform are provided ‘as is’. To the fullest extent permitted by applicable law, we do not warrant that (a) your use of the Services and Platform will be uninterrupted, virus-free or error-free; or (b) the Services, Platform or related documentation will meet your requirements or expectations. We make no other warranties or representations about the Services or Platform.
9. Events beyond our control (force majeure)
9.1 We will not be liable to you for any delay or failure to perform our obligations caused by an event beyond our reasonable control. These events include strikes, lock-outs and other industrial disputes, failure of utility, transport or telecommunications services, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood, storm, and default or failure of any of our suppliers or sub-contractors.
10. Confidentiality
10.1 Confidential Information means information that is proprietary or confidential, whether or not marked as such, that by its nature or content is or ought reasonably to be considered confidential or proprietary. It includes business information, customer and client lists, pricing of products or services, technology, agreements, business plans, software, technical documents, and other information not publicly available. Our Confidential Information includes details of the Platform, the Services and any Additional Product, and the results of any performance tests of the Services or any Additional Product. Your Confidential Information includes Customer Data.
10.2 Confidentiality obligations. Subject to clause 10.3, each party will: (a) keep the other party’s Confidential Information confidential and use it only for the purpose of performing this Agreement; (b) not disclose the other party’s Confidential Information to any third party except as permitted by this clause 10; and (c) take reasonable steps to ensure its employees, agents, contractors and professional advisors do the same. Each party remains responsible for any breach by its personnel or advisors. The standard of confidentiality required is reasonable in the circumstances and proportionate to the sensitivity of the information.
10.3 Permitted disclosures. A party may disclose the other party’s Confidential Information:
(a) to the extent required by law, by a regulator, or by a court of competent jurisdiction (the disclosing party will, where legally permitted, give the other party as much advance notice as reasonably possible);
(b) to its professional advisors (such as lawyers, accountants, auditors and insurers), provided that those advisors are bound by professional or contractual obligations of confidentiality at least as strict as those in this clause 10; and
(c) to its group companies and their employees, agents and contractors who need to know the information for the purpose of performing this Agreement, provided they are bound by obligations of confidentiality at least as strict as those in this clause 10.
10.4 Exclusions. The confidentiality obligations do not apply to information which: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully held by the receiving party before disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by a party, where that independent development can be demonstrated in writing.
10.5 Marketing carve-out. Nothing in this clause 10 prevents us from: (a) identifying you as a Birdie customer in our marketing and promotional materials and on our website; (b) using your name and logo in case studies, decks, presentations, sales materials, conference content and similar marketing collateral; (c) referring to general descriptions of the work we do for you; (d) issuing press releases that name you, with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and (e) including your name in award submissions, industry awards entries, conference applications, and similar industry recognition activities, where the submission relates to the Services, the work we do for you, or our business more generally. We will not disclose Customer Data or any Confidential Information specific to your business in our marketing without your consent. You may at any time, on reasonable written notice, ask us to stop a particular use of your name or logo under sub-clauses (a), (b), (c) or (e), and we will stop that use within a reasonable period (existing materials in circulation will not need to be recalled).
11. Data protection
11.1 Applicable Data Protection Laws means the UK GDPR (as defined in section 3(10), and as supplemented by section 205(4), of the Data Protection Act 2018), the Data Protection Act 2018, the EU GDPR (Regulation (EU) 2016/679), and any other analogous, replacement or substitute data protection legislation that applies to the parties.
11.2 Roles. For the purposes of Applicable Data Protection Laws, we (a) process personal data on your behalf as processor or sub-processor under our Data Processing Agreement; and (b) act as controller in respect of your personal data for the purposes described in our privacy notice (https://www.birdie.care/terms/privacy-notice). If these roles change, the parties will use reasonable endeavours to make any changes necessary to the Data Processing Agreement or this clause 11.
11.3 Each party must comply with Applicable Data Protection Laws.
11.4 Liability for breaches of this clause and the Data Processing Agreement is governed by clause 12.
12. Limitation of liability
12.1 Third-party services. The Platform may allow you to access third-party websites, content, products or services. You do this at your own risk. We make no representation or warranty about, and accept no liability for, any third-party website, content, transaction or service.
12.2 Matters outside our liability. The Services and Platform are provided ‘as is’. You are responsible for using and implementing them in accordance with this Agreement and applicable law. We are not liable for any loss, delay, cost, charge, fine, damage or third-party claim arising from or relating to, among other things:
(a) any delay in providing the Services caused by your non-compliance with this Agreement;
(b) problems, conditions, delays or delivery failures arising from your network connections or telecommunications links;
(c) your use of, or any decisions you make based on, the results of the Services (including any AI-generated outputs);
(d) any content, information (including medication schedules and the consequent administration of medication, dosages, care plans or prescriptions), instructions or scripts provided in connection with the Services, including any errors or omissions in Customer Data; or
(e) any recommendations regarding a Care Recipient’s health, safety or well-being, any assessments made, any use of the alert function, or any act or omission by you or your Authorised Users using the Platform or Services.
12.3 Cap on our liability. Subject to clause 12.5, our total aggregate liability to you arising under or in connection with this Agreement (whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or otherwise) is limited to an amount equal to the total fees actually paid by you to us during the 12 months immediately preceding the first event, act or omission giving rise to the liability. In no event will our aggregate liability to you exceed the total fees actually received by us from you under this Agreement.
12.4 No liability for third-party systems or your regulatory compliance. We are not liable for: (a) any third-party systems you use to access the Platform or Services; or (b) your compliance with the requirements of any applicable regulatory authority which regulates health and social care services in your jurisdiction (including, where applicable, the Care Quality Commission).
12.5 Liabilities that cannot be excluded. Nothing in this Agreement excludes or limits: (a) your liability to pay our fees; (b) either party’s liability for death or personal injury caused by negligence; (c) either party’s liability for fraud or fraudulent misrepresentation; or (d) any other liability that cannot be excluded or limited under applicable law.
12.6 Excluded losses. Subject to clause 12.5, neither party will be liable to the other for any (a) loss of profits; (b) loss of anticipated savings; (c) loss of business or business opportunity; (d) depletion of goodwill; or (e) special, indirect or consequential loss, costs, damages, charges or expenses; in each case howsoever arising.
13. Indemnities
13.1 Customer indemnity. You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with your or any Authorised User’s use of the Platform, Services or any data generated by the Services in breach of this Agreement or applicable law.
13.2 Birdie IP indemnity. Subject to clause 13.4 and to the limitations on our liability in clause 12, we will defend, indemnify and hold you harmless against any claim brought against you by a third party alleging that your use of the Services or Platform (when used in accordance with this Agreement) infringes that third party’s intellectual property rights, provided that you (a) give us prompt written notice of the claim; (b) provide us with reasonable cooperation in the defence and settlement of the claim, at our expense; and (c) give us sole authority to defend or settle the claim.
13.3 Our options to mitigate. In defending or settling a claim covered by clause 13.2, we may at our option (a) procure the right for you to continue using the Services and Platform; (b) replace or modify them so they no longer infringe; or (c) terminate this Agreement without further liability.
13.4 Exclusions from our indemnity. The indemnity in clause 13.2 does not apply to (a) any modification of the Services or Platform we did not authorise; or (b) your use of the Platform or Services in breach of our instructions or this Agreement.
13.5 Sole remedy. The indemnity in clause 13.2 sets out your sole and exclusive remedy in respect of any claim of intellectual property infringement.
14. Intellectual property
14.1 Our IP. All intellectual property rights in the Services, Platform, any Additional Product, related documentation and any data created by the Services anywhere in the world belong to us or our licensors. You have no rights in any of those except those expressly granted by this Agreement or the relevant Additional Product Terms.
14.2 Your IP and your licence to us. You retain ownership of Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to store, use, reproduce, display and transmit Customer Data to the extent necessary to provide the Services to you. This licence ends on termination of this Agreement.
14.3 Anonymised data. You also grant us a worldwide, non-exclusive, royalty-free, perpetual licence to store, use, reproduce, display and transmit anonymised Customer Data (which is not personal data) for analytical purposes, to improve the Services and any Additional Product, to train, develop and improve our artificial intelligence and machine-learning models, and to develop additional products and services.
14.4 Feedback. If you (or any of your Authorised Users) give us any feedback, suggestion, comment or idea about the Services, the Platform or any Additional Product (‘Feedback’), you assign to us all intellectual property rights in that Feedback and we may use the Feedback for any purpose without further attribution, compensation or restriction. You waive (and procure that your Authorised Users waive) all moral rights in respect of the Feedback to the extent permitted by law.
14.5 Product Improvement Purposes.
(a) We will use Customer Data to (i) develop, test, refine, evaluate, improve and maintain the Services, the Platform, any Additional Product, and any related product, feature or service; and (ii) perform internal analytics, quality assurance, benchmarking, safety and abuse-detection activities relating to the Services and the Platform.
(b) The Product Improvement Purposes are internal to Birdie. Customer Data used for Product Improvement Purposes is accessed and used by our employees, and by our contractors and sub-processors acting on our behalf under written contract, in each case for the purposes set out in sub-clause (a). We do not need, and are not granting ourselves, any right to use Customer Data for any purpose outside the Product Improvement Purposes.
(c) We will not: (i) sell, license, disclose or otherwise make Customer Data available to any third party on a non-anonymised basis, except (A) to sub-processors bound by written contract to use the Customer Data only in support of the Product Improvement Purposes and in accordance with our instructions, or (B) as required by law or by an order of a competent authority; (ii) use Customer Data on a non-anonymised basis to advertise or market to your Care Recipients, your Authorised Users or any other individual whose personal data is contained in Customer Data; or (iii) use Customer Data on a non-anonymised basis to train any artificial intelligence or machine-learning model that we intend to make available on a stand-alone basis to third parties who are not our customers (for the avoidance of doubt, this does not restrict us from training models that are embedded in, or used to deliver, the Services, the Platform or any Additional Product).
(d) We do not act as a separate Data Controller in respect of Customer Data. Our processing of Customer Data for the Product Improvement Purposes forms part of the processor relationship described in clause 11.2 and the Data Processing Agreement, and is carried out on your instructions given under sub-clause (a). This position applies unless the parties enter into a separate written agreement to different effect.
(e) You warrant that you have obtained all consents, provided all notices, and put in place all other conditions required under Applicable Data Protection Laws for us to process Customer Data for the Product Improvement Purposes (including, where any Customer Data is or includes special category data, any additional conditions required under UK GDPR Article 9 and the Data Protection Act 2018). You will defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees, and any regulatory fines imposed on us by a competent authority) arising out of or in connection with any breach of this warranty.
(f) Survival. This clause 14.5 survives termination of this Agreement. On termination, we may retain and continue to use anonymised and/or aggregated Customer Data (which no longer meets the definition of Personal Data in law) and any derivative datasets already processed for the Product Improvement Purposes prior to termination.
14.6 Marketing licence. In addition to the licences granted elsewhere in this clause 14, you grant us a non-exclusive, royalty-free, worldwide licence during the Subscription Term (and thereafter, for so long as any use permitted by clause 10.5 continues) to use your name, trade marks, service marks, logos and other identifying marks (and those of your group) solely for the purposes set out in clause 10.5 (Marketing carve-out) and subject to the opt-out mechanism in that clause. Nothing in this clause 14.6 extends the scope of the marketing rights set out in clause 10.5.
15. Dispute resolution
15.1 Good-faith negotiation. If a dispute arises between us in connection with this Agreement (or any Additional Product Terms), the parties will give each other written notice of the dispute and the relevant operational contacts will meet (in person or by video call) within five business days to negotiate in good faith with a view to resolving the dispute.
15.2 Escalation to leadership. If the dispute is not resolved within 15 business days of the first meeting under clause 15.1, the dispute must be escalated by each party to a senior leader within its organisation (with the authority to settle the dispute). Those senior leaders will meet within a further 10 business days to negotiate in good faith.
15.3 Court. If the dispute is not resolved through escalation to leadership under clause 15.2, either party may refer the dispute to the courts in accordance with clause 19.1. There is no obligation on either party to refer any dispute to mediation or arbitration before commencing court proceedings.
15.4 Interim relief. Nothing in this clause 15 prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction at any time, or from bringing an action to recover liquidated and undisputed amounts due under this Agreement.
15.5 Continued performance – our position. We have no obligation to continue providing the Services, the Platform or any Additional Product to you while a dispute (including any potential or threatened dispute) is being raised, negotiated, escalated or otherwise resolved. We may at our discretion continue to provide the Services or any Additional Product (and you must continue to pay all undisputed amounts when due), but our doing so does not waive any of our rights and is without prejudice to our position on the dispute.
15.6 IP and confidentiality disputes. This clause 15 does not apply to disputes about intellectual property, confidentiality or data protection, which may be referred to court without first complying with this clause.
16. Assignment
16.1 You may not assign, transfer, sub-license or otherwise deal with any of your rights under this Agreement without our prior written consent.
16.2 We may assign, transfer, sub-license or otherwise deal with any of our rights under this Agreement without consent.
17. Notices and our relationship
17.1 Notices. All notices required or permitted under this Agreement must be in writing and delivered personally, by post, or by email to (a) the billing address given by each party in the Order Form (or, where the Order Form does not identify a separate notice address, the address given in the billing details); (b) the party’s registered office as shown at Companies House (or the equivalent registry in the party’s jurisdiction of incorporation); or (c) any updated address notified to the other party in writing (including by email). A notice validly delivered to any of these addresses is deemed to have been given to the recipient.
17.2 Non-exclusive relationship. This is a non-exclusive relationship. Nothing in this Agreement restricts us from providing the Services, the Platform, any Additional Product or any competing or similar product or service to any third party (including any of your competitors), from entering into commercial arrangements with any third party on any terms, or from developing, using, selling, licensing or otherwise commercialising any product, service or intellectual property (whether or not similar or competing with anything provided to you under this Agreement).
17.3 No partnership. This Agreement does not establish a partnership, joint venture or agency between the parties.
17.4 Subcontracting. We may use subcontractors and third-party service providers (including cloud-hosting and AI providers) to perform any part of our obligations under this Agreement. We remain responsible to you for the performance of those obligations as if we had performed them ourselves.
18. Changes to this Agreement
18.1 Changes by us. We may update this Agreement from time to time. We will use reasonable endeavours to give you at least 14 days’ written notice (which may be by email and/or via the Platform or Birdie app) of any update. If you object in writing within 14 days of our notice, this Agreement will continue unchanged until the end of your then-current Subscription Term or Renewal Period, after which it will terminate automatically and your access to the Services and Platform will end.
18.2 Other changes by agreement. Other than fee changes (clause 6.3) and changes under clause 18.1, no change to this Agreement is effective unless made in writing and signed by both parties.
18.3 Waiver. A failure by either party to enforce any term does not waive that term, and the term may still be enforced in the future.
19. Other terms
19.1 Governing law and jurisdiction. This Agreement, its subject matter and its formation, and any non-contractual disputes or claims related to the Services and Platform, are governed by the laws of England. The parties submit to the exclusive jurisdiction of the courts of England.
19.2 Rights and remedies. Except as expressly provided, the rights and remedies in this Agreement are in addition to (and not exclusive of) any rights or remedies provided by law.
19.3 Interpretation. A reference to legislation in this Agreement refers to it as amended, extended or re-enacted, and includes all subordinate legislation made under it.
19.4 No third-party rights. A person who is not a party to this Agreement has no right to enforce any of its terms.
19.5 Severance. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision will be deemed deleted; this will not affect the validity of the rest of this Agreement.
19.6 Entire agreement. This Agreement (including all documents referred to in it) constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, on its subject matter. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether innocent or negligent) that is not set out in this Agreement, and shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. Nothing in this clause limits any liability for fraud or fraudulent misrepresentation.
19.7 Counterparts. This Agreement is validly entered into by any of the acceptance methods set out in clause 20 (which include checkbox, click-through acceptance, wet-ink or electronic signature, email confirmation, or other written confirmation).
Where you accept this Agreement (or any Order Form) by signature, it may be executed in counterparts (whether by wet-ink or electronic signature), each of which is a duplicate original and together constituting one Agreement. Where this Agreement is accepted by any method other than mutual signature (such as checkbox, click-through, email confirmation, or where the Order Form is signed by you but not countersigned by us), no counterpart executed by us is required - our issuance of the Order Form (and any subsequent provision of the Services) constitutes our acceptance, and this Agreement takes effect on your acceptance. For the avoidance of doubt, an electronic signature (including any signature made through an electronic signing platform such as DocuSign) has the same effect as a wet-ink signature.
20. Acceptance
20.1 By accepting your Order Form (whether by checkbox, click-through acceptance, wet-ink or electronic signature, email confirmation, or other written confirmation), you agree to be bound by this Agreement, including these Terms and Conditions, the Acceptable Use Policy, the Acceptable Partner Behaviour Policy, the Data Processing Agreement, and (if you subscribe for any Additional Product) the Additional Product Terms applicable to that Additional Product. Where you accept by click-through, we may record and rely on the date of acceptance, the name of the individual accepting, and the IP address as evidence of acceptance. Where changes to your subscription are notified at or before renewal (including changes to Fees, the Minimum Subscription Fee, minimum quantities or the applicable list price), your acceptance of those changes may be given by any of the same means, and we do not need to issue a new Order Form to give effect to those changes.
