Version 1.0 | Effective Date: October 2024

These Terms and Conditions (“Terms”) apply to the agreement entered into between the customer (“Customer”) and Agnolytics Ltd (“Service Provider”), governing the access and use of the Agnolytics ARC SaaS platform, including applications and associated documentation (collectively, “Software”).

1. Subscription Grant and Right to Use

1.1 Subscription Grant:
Subject to the terms set forth in this agreement, Agnolytics grants the Customer a non-exclusive, non-transferable, limited right to access and use the ARC platform solely for its internal business operations within the UK telecare and health services sectors.

1.2 Usage Restrictions:
The Customer may only use the platform as described in the provided documentation and may not:

• Share, sublicense, or allow third-party access (except as authorised);
• Reverse engineer, decompile, or attempt to extract the source code;
• Transmit any malicious code or engage in activities that could harm the platform or its users.

1.3 Subscription Types:
Usage may be defined by:

• Node-based: Limited to a number of devices (Nodes) as specified in the agreement;
• Site-based: Unlimited users at a specific site;
• Server-based: Restricted to a set number of servers.

1.4 Authorised Users:
Only designated employees or authorised contractors of the Customer may use the ARC platform. The Customer remains responsible for any third-party use.

1.5 Customer Data License:
Customer grants Agnolytics a limited, royalty-free license to use Customer Data solely for providing the Services.

2. Fees and Payment

2.1 Fees:
The Customer agrees to pay the fees specified in the relevant service quote. Payments are due within 30 days of invoice.

2.2 Late Payments:
Overdue amounts incur interest at 1.5% per month or the maximum permitted by law. Agnolytics may suspend services for delayed payments exceeding 15 days.

2.3 Taxes:
Prices exclude VAT and applicable duties. The Customer is responsible for all taxes unless valid exemption documentation is provided.

3. Hosting and Support

3.1 Service Availability:
Agnolytics strives to ensure 24/7 access to the ARC platform, with planned maintenance communicated in advance.

3.2 Support:
Support is available Monday to Friday, 9:00 a.m. – 5:00 p.m. (UK time). Enhanced support may be specified in the service quote.

3.3 Service Remedy:
If performance is non-conforming, Agnolytics will correct the issue within 30 days or provide a refund for the affected period.

4. Ownership and Confidentiality

4.1 Intellectual Property:
All rights to the ARC platform and related materials remain with Agnolytics. No rights are transferred to the Customer beyond the license to use the Services.

4.2 Confidentiality:
Each party agrees to maintain the confidentiality of proprietary information and to use it only as necessary for the execution of this agreement.

4.3 Data Privacy:
Agnolytics complies with GDPR. Customer data will not be shared with third parties without consent, except as required by law.

5. Warranties

5.1 Malicious Code:
To the best of Agnolytics’ knowledge, the platform is free of malware or harmful code.

5.2 No Warranty:
Except as expressly stated, the ARC platform is provided “as is”. Agnolytics makes no other warranties including implied warranties of merchantability or fitness for purpose.

6. Indemnification

6.1 By Agnolytics:
Agnolytics will defend Customer against claims that the ARC platform infringes third-party IP rights, and pay any resulting legal costs or settlements.

6.2 By Customer:
Customer shall indemnify Agnolytics from claims related to misuse, unauthorised data use, or violations of this agreement by the Customer or its users.

7. Limitation of Liability

7.1 Liability Cap:
Agnolytics’ total liability shall not exceed fees paid by the Customer during the twelve (12) months prior to the claim.

7.2 Indirect Damages:
Agnolytics is not liable for indirect or consequential damages including lost profits or business interruptions.

8. Term and Termination

8.1 Term:
The agreement remains effective unless terminated as per below or per the service quote. Renewals are automatic unless notice is given 60 days prior to expiration.

8.2 Termination by Agnolytics:
Agnolytics may terminate this agreement upon 30 days’ notice for material breach, or immediately for non-payment.

8.3 Termination by Customer:
The Customer may terminate this agreement with 90 days’ notice if Agnolytics materially breaches and fails to resolve the issue.

8.4 Effect of Termination:
Upon termination, Customer access to the ARC platform shall cease, and all outstanding fees must be settled.

9. Customer Obligations

9.1 Agreement Signature Exceptions:
Customer agrees that no individual employee of Agnolytics shall be required to sign separate agreements (e.g., NDAs, access or facilities agreements) in order to perform services under this agreement.

9.2 Compliance with Law:
Customer agrees to comply with all applicable laws, including those related to privacy, electronic communications, and anti-spam regulations. The Customer shall ensure that all websites using the ARC platform link to an adequate privacy policy.

9.3 Authorised User Awareness:
Customer is responsible for informing all Authorised Users about their obligations under these Terms and will be held liable for any breaches committed by those users.

9.4 Credential Management:
Customer agrees to maintain the confidentiality of all access credentials and instruct Authorised Users to do the same. Passwords should be updated regularly and stored securely.

9.5 Malware Precaution:
Customer shall ensure that any data input into the ARC platform is free from malware or harmful components, using up-to-date antivirus software.

9.6 Suspension of Access:
Agnolytics may suspend access without liability if: (i) the platform is used in breach of these Terms or applicable law; (ii) required by law enforcement or government agency; or (iii) otherwise provided under these Terms. Agnolytics will make reasonable efforts to provide at least 12 hours’ notice of such suspension unless doing so poses a risk.

9.7 Recordkeeping and Audits:
Customer must maintain written usage records for two (2) years post-termination. Agnolytics may perform a compliance audit (or request a self-audit) once annually with 20 business days’ notice. If material excess usage (5% or more) is identified, Customer shall reimburse Agnolytics for audit costs.

9.8 Feedback and Analytics License:
Customer grants Agnolytics a perpetual, royalty-free license to use anonymised feedback and usage data to enhance and improve its services. Such data may be analysed internally or through third-party tools.

10. Miscellaneous

10.1 Assignment:
Customer may not assign or transfer any rights or obligations under these Terms without Agnolytics’ prior written consent. Any unauthorized assignment is void. Agnolytics may freely assign or subcontract its rights or obligations.

10.2 Use of Affiliates and Subcontractors:
Agnolytics may engage affiliates or third-party subcontractors, including foreign nationals, to perform its obligations. All subcontractors will be bound by confidentiality obligations no less stringent than those herein.

10.3 Notices:
All notices must be in writing and delivered to the address set forth in the Agreement. Notices are effective upon receipt.

10.4 Force Majeure:
Agnolytics shall not be liable for delays or failures due to causes beyond its reasonable control, including natural disasters, labour disputes, or governmental restrictions.

10.5 Entire Agreement:
These Terms constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

10.6 Modifications:
Any amendment or modification to these Terms must be in writing and signed by both parties.

10.7 Severability:
If any provision is found invalid or unenforceable, the remaining provisions shall remain in effect.

10.8 Independent Contractor:
Agnolytics is an independent contractor. Nothing herein creates a partnership, agency, or employment relationship.

10.9 Non-Solicitation:
Customer agrees not to solicit or hire Agnolytics employees or subcontractors during the term of the Agreement and for 2 years after termination.

10.10 Dispute Resolution and Governing Law:
These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the courts in England and Wales. Parties agree to attempt resolution through negotiation or mediation before litigation. Injunctive relief may be sought in appropriate courts without waiving this clause.

Contact Information:
Agnolytics Ltd
Company No: 16074775
Boundary House, Cricket Field Road, Uxbridge, Middlesex, UB8 1QG
Email: enquiries@agnolytics.com
For partnerships and collaborations, contact: marketing@agnolytics.com