StatusToday Customer Service Agreement
This service agreement is a legal contract between you (the Customer, You or Your) and StatusToday Ltd, a company incorporated in England and Wales (registration number 09586385) having its registered office at 2 Leman St, London E1 8FA, United Kingdom (StatusToday or We).
StatusToday operates the Platform defined below, and You wish to be granted access to the Platform and to receive the Support Services defined below, on the terms of this Agreement.
We license use of the Platform to You on the basis of this License. We do not sell the Platform or Documentation to You. We remain the owners of the Platform and Documentation at all times.
These Terms and Conditions govern the terms under which you may access and use the Service. By using this service, you agree to the terms of this Agreement which will bind you and your employees and agents.
We periodically update these terms. If you have an active StatusToday subscription, we will let you know when we do so via an email or in-app notification.
Service Agreement Terms
1. Definitions and interpretation
1. When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:“Accounts” means those employees, agents and independent contractors of the Customer who are to be monitored the Platform.
“Agreement” means this software as a service agreement;
“Authorized Users” means those employees, agents and independent contractors of the Customer who are authorized by You to use the Platform, the Services and the Documentation.
“Business Day” means any weekday, other than a bank or public holiday in England;
“Business Hours” means between 08:00 and 18:00 London time on a Business Day;
“Cancellation Date” means the first day of the following month after the Notice Period has expired.
“Change” means any change to the terms of this Agreement;
“Confidential Information” means the Customer Confidential Information and StatusToday Confidential Information;
“Customer Confidential Information” means
a. any information disclosed (whether disclosed in writing, orally or otherwise) by You to StatusToday that is marked as “confidential”, described as “confidential” or should have been understood by StatusToday at the time of disclosure to be confidential; andb. the Customer Materials;“Customer Data” means the data inputted by the Customer, Authorized Users, or StatusToday on Your behalf for the purpose of using the Services or facilitating Your use of the Services
“Customer Materials” means all works and materials:
c. uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using Your account; and
d. otherwise provided by the Customer to StatusToday in connection with this Agreement;
including but not limited to Customer Data.
“Data” means the information collected from or on behalf of the Customer by StatusToday.
“Defect” means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
e. an act or omission of the Customer, or an act or omission of one of Your employees, officers, agents, suppliers or sub-contractors; or
f. an incompatibility between the Platform and any external system, application, program or software;
“Documentation” means the documentation produced by StatusToday and supplied / made available to the Customer specifying how the Platform should be used;
“Effective Date” means the date on which You first use the Platform;
“Effective End Date” means any expiration date for this Agreement that might be specified by StatusToday upon confirmation of the Effective Date. Where such specification does not exist, the Effective End Date is 12 months from the Effective Date;
“Intellectual Property Rights or IPR” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Permitted Purpose” means using the platform for the purposes of generating reports for the Customer’s internal business purposes;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Platform” means the software platform known owned and operated by StatusToday, and that will be made available to You as a service via the Internet under this Agreement;
“StatusToday Confidential Information” means:
any information disclosed (whether disclosed in writing, orally or otherwise) by StatusToday to the Customer that is marked as “confidential”, described as “confidential” or should have been understood by You at the time of disclosure to be confidential;
“Services” means all the services provided or to be provided by StatusToday to the Customer under this Agreement, including the Support Services;
“Support Services” means support and maintenance services provided or to be provided by StatusToday to the Customer;
“Term” means the term of this Agreement; and
Terms defined in the Data Protection Act 1998 (DPA) have the meanings set out in the DPA.
1. This Agreement will come into force on the Effective Date and will continue until the Effective End Date, upon which it will automatically renew on a rolling monthly basis.
2. The automatic renewal of this Agreement can be stopped by either party serving a written notice to the other party as set out in Clause 12.
3. The Platform
1. The Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling You to access the Platform.
2. StatusToday hereby grants to the Customer a non-exclusive license to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation for the Term.
3. The license granted by StatusToday to You under Clause 3.2 is subject to the following limitations:
a. You may allow Your employees, officers, agents, consultants and sub-contractors to access the Platform for the Permitted Purpose but not further or otherwise and the Platform may only be used by Authorized Users;
b. You must comply at all times with the terms of the Acceptable Use Policy, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy.
4. Except to the extent expressly permitted in this Agreement or by law, you shall not (nor attempt to) do any of the actions listed below and shall procure that Authorized Users shall not (nor attempt to) do any of the actions listed below:
i. save in respect of Customer Materials 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
ii. reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
iii. access all or any part of the Platform, the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
iv. use the Platform, the Services and/or Documentation to provide services to third parties; or
v. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, the Services and/or Documentation available to any third party except the Authorized Users, or
vi. attempt to obtain, or assist third parties in obtaining, access to the Platform, the Services and/or Documentation, other than as provided under this Agreement.
5. You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify StatusToday.
6. For the avoidance of doubt, you have no right to access the object code or source code of the Platform, whether during the Term or otherwise.
7. You acknowledge and agree that StatusToday and/or its licensors own all IPR in the Platform, the Documentation and the Services. Except as expressly stated, this agreement does not grant You any rights to, or in, any IPR or any other rights or licenses in respect of the Platform, the Services or the Documentation.
8. You must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
9. You must not use the Platform:
a. in any way that is unlawful, illegal, fraudulent or harmful; or
b. in connection with any unlawful, illegal, fraudulent or harmful purpose or
4. Support Services and Upgrades
1. During the Term StatusToday will provide the Support Services to the Customer, and may apply Upgrades to the Platform.
2. StatusToday may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
5. Customer Materials
1. You grant to StatusToday during the Term a non-exclusive license to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.
2. Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain the property of the Customer.
3. The Customer warrants and represents to StatusToday that the Customer Materials, and their use by StatusToday in accordance with the terms of this Agreement, will not:
a. breach any laws, statutes, regulations or legally-binding codes;
b. infringe any person’s Intellectual Property Rights or other legal rights; or
c. give rise to any cause of action against StatusToday or You or any third party,
in each case in any jurisdiction and under any applicable law.
1. StatusToday warrants to the Customer:
a. that it will perform its obligations under this Agreement with reasonable care and skill;
b. that the Platform will perform substantially in accordance with the Documentation;
c. the Platform (excluding for the avoidance of doubt the Customer Materials) will not:
i. breach any laws, statutes, regulations or legally-binding codes;
ii. infringe any person’s Intellectual Property Rights or other legal rights;
in each case
d. the Platform is and will remain free from viruses and other malicious software programs.
2. You acknowledge that:
a. software is never wholly free from defects, errors and bugs, and StatusToday gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
b. StatusToday will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) StatusToday does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
3. All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement.
7. Limitations and exclusions of liability
1. Nothing in the Agreement will exclude any liability of a party that may not be excluded under applicable law.
2. Neither party will be liable in respect of any special, indirect or consequential loss or damage.
3. StatusToday’s liability in relation to any event or series of related events will not exceed the value of one quarter of the charges paid and payable by the Customer to StatusToday under the Agreement.
4. StatusToday’s aggregate liability under the Agreement will not exceed the total amount paid and payable by the Customer to StatusToday under the Agreement.
8. Customer Data
1. You shall own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to StatusToday under or in connection with this Agreement.
2. Whilst StatusToday shall maintain in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by StatusToday on behalf of the Customer, StatusToday shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by StatusToday to perform services related to Customer Data maintenance and back-up).
3. If StatusToday processes any personal data on Your behalf when performing its obligations under this agreement, the parties record their intention that You shall be the data controller and StatusToday shall be a data processor and in any such case:
a. You shall ensure that You are entitled to transfer the relevant personal data to StatusToday so that StatusToday may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf;
b. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
c. StatusToday shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
d. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage; and
e. StatusToday will act only on instructions from the Customer in relation to the processing of any Personal Data performed by StatusToday on behalf of the Customer.
9. Confidentiality and publicity
1. StatusToday will:
a. keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 9.
b. protect the Customer Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
c. without prejudice to the generality of Clause 9(a) and (b), deploy and maintain the security systems and technologies in relation to the Customer Confidential Information held on the Platform.
2. You will:
a. keep confidential and not disclose StatusToday Confidential Information to any person save as expressly permitted by this Clause 9;
b. protect StatusToday Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
1. Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
a. commits any breach of any term of this Agreement, and:
i. the breach is not remediable; or
ii. the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
b. persistently breaches the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach).
2. Either party may terminate this Agreement immediately by giving written notice to the other party if:
a. the other party:
i. is dissolved;
ii. ceases to conduct all (or substantially all) of its business;
iii. is or becomes unable to pay its debts as they fall due;
iv. is or becomes insolvent or is declared insolvent; or
v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
b. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
d. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
3. Either party may terminate this agreement at any time by giving at least 30 days notice to the other party.
4. No refund will be payable on termination or cancellation of the Agreement.
11. Effects of termination
1. Upon termination of this Agreement, all rights and licenses and the provisions of this Agreement will cease to have effect, save that any provisions which expressly or by implication are intended to survive and continue to have effect (in accordance with their terms or otherwise indefinitely) shall do so.
2. Termination of this Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.
3. A party may retain any document (including any electronic document) containing the Confidential Information of the other party after the termination of this Agreement if that party is obliged to retain such document by any law or regulation or other rule enforceable against that party.
1. Any notice required to be given under this agreement shall be in writing and shall be delivered by email;
a. to the Customer’s email address notified to StatusToday when creating an account on the platform; b. to StatusToday at [email protected] stating the subject as “Notice: [Customer Account name]”.
2. A notice will be deemed to have been received the following business day after sending.
1. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
2. If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
3. Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
4. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
5. Save as expressly provided in this Agreement, neither party may without the prior written consent of the other party assign, license or otherwise dispose of any contractual rights or obligations under this Agreement, such consent not to be unreasonably withheld or delayed.
6. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party.
7. This Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
8. This Agreement is governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.