Terms of Service

Terms of Service
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Context & Parties

a. These are the terms and conditions on which we supply products to you and form the agreement between you and us for the Software and Services that we provide to you (the Terms of Service).  Each of our products has its own Product Schedule, which details specific additional terms that will apply if you subscribe to or use that product.  The Terms of Service, Product Schedule(s) and any other document expressly incorporated shall, together, be the Agreement.  

b. The parties to the Agreement will be as follows:

When we refer to you, we mean the entity identified as being the Customer, whether you as an individual or the corporate entity you represent (such as a company or partnership).  If you represent a corporate entity, you individually warrant that you are duly authorised to act on behalf of that entity.

When we refer to we, us or our, it will mean the GetBusy company responsible for the Software and Services that you are subscribing to and/or using.  Namely, this will be:

1. Save as set out in (2) and (3) below, for our Virtual Cabinet, Workiro and HelloPlan products: GetBusy UK Limited a company registered in England under number 03574066 and whose registered address is at Suite 8, The Works, 20 West Street, Unity Campus, Pampisford, Cambridge, United Kingdom CB22 3FT;

2. For our Virtual Cabinet products in Australia:  GetBusy Australia Pty Limited a company registered in Australia under ABN 618921001 and whose registered address is at 1 Sussex Street, Barangaroo NSW 2000, Australia; and

3. For our Virtual Cabinet products in New Zealand:  GetBusy New Zealand Pty Limited a company registered in New Zealand under number 6285897 and whose registered address is at c/o MinterEllisonRuddWatts, Level 22, PWC Tower, 15 Customs Street West, Auckland Central, Auckland 1010 New Zealand.

Interpretation

1. The headings contained in the Terms of Service, Product Schedule or any other document incorporated are for convenience only and do not affect the interpretation of specific terms.

2. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

5. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

6. A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.

7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

NOW IT IS HEREBY AGREED that:

Part A – General Legal Terms

1. Definitions

1. Anti-Bribery Law means all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption; including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 (if applicable), and any other anti-bribery or anti-corruption legislation applicable to the parties or the performance of this Agreement.  These laws prohibit offering, giving, receiving, or soliciting any advantage, financial or otherwise, to influence actions or decisions in a manner that constitutes improper conduct.

2. AUP means any acceptable use policy in force from time to time, including (without limitation) the GetBusy AUP or the AUP of our cloud services providers (which includes internet service providers and AI providers).

3. Authorised User means your employees and private contractors.

4. Cloud Services means the access and use of our Software via the internet.

5. Confidential Information means all non-public information disclosed by one party to the other in connection with this Agreement, including information (in whatever form and howsoever held) relating to the business, products, affairs, finances, trade secrets, technical data of the disclosing party.  In your case, this shall include your Customer Content.  In our case, this shall include any GetBusy Content, the visual expressions, screen formats, report formats and other design features of the Software, and all ideas, methods, services, interfaces, algorithms, formulae and concepts used in the developing and / or incorporated into the Software.  

6. Controller, Data Subject, Personal Data, Processor, Process, or Processing shall have the meanings set out in the relevant Data Protection Legislation.  Where such terms are not expressly defined in the relevant Data Protection Legislation, references to these terms in the Agreement shall be interpreted as references to their equivalent concepts in that legislation.

7. Customer Content means any and all documents, images, photographs, graphics, designs, data or other content that you or your Authorised Users upload or transmit through our Services or otherwise provide to us.

8. Customer Personal Data means the Personal Data that we Process on your behalf pursuant to this Agreement.

9. Data Protection Legislation means (as relevant) the Data Protection Act 2018 (UK), GDPR, UK GDPR, the Privacy and Electronic Communications Regulations (UK), the Privacy Act 1988 (Australia), and the California Consumer Privacy Act of 2018 (USA).

10. Effective Date means the date on which you confirm your acceptance of a Quote by digitally signing such Quote.

11. Evaluation Licence means any free trial, “freemium” licence, proof-of-concept or trial licence or subscription that we might grant you from time to time.

12. Force Majeure Event means anything beyond the reasonable control of a party, including fires and other acts of God, war, acts of terrorism, political unrest or insurrection, strikes (of other (but not its own) employees), unavoidable accident, explosion, public mains electrical supply failure, sabotage, riot, civil disturbance, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not) and any other similar event beyond the reasonable control of the party concerned; but does not extend to (i) your resulting failure to pay Fees (as that term is defined in clause 4.1) under this Agreement for any reason or (ii) any event which the affected party could have avoided or overcome by exercising a standard of reasonable care at a reasonable cost.

13. Free User means a user invited by you to collaborate with you using the Software.  For example, this may include exchanging information through the Virtual Cabinet portal, chatting via the Workiro app or completing e-signatures via Workiro or Virtual Cabinet.

14. GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

15. GetBusy AUP means the AUP in force relating to your use of the Cloud Services and Software found at www.workiro.com/terms-and-policies/acceptable-use-policy as such AUP may be updated by us from time to time.

16. GetBusy Content means any content and materials that we supply to you as part of our Services or is included in the Software.

17. Initial Licence Term means the initial term of the relevant product licence, (i) in the case of Virtual Cabinet, as specified in the Quote and (ii) in the case of Workiro and HelloPlan, 36 months unless agreed otherwise in writing between the parties.  For the avoidance of doubt, the Initial Licence Term for customers migrating from Virtual Cabinet to Workiro is 36 months from the subscription start date unless agreed otherwise in writing between the parties.

18. Insolvency Event means a party (i) becoming bankrupt/insolvent, or (ii) becoming unable to pay its debts, (iii) ceasing or threatening to cease business, (iv) being subject to an order or a resolution for its liquidation, administration, winding up or dissolution (except as part of a solvent amalgamation or reconstruction), (v) having an administrative (or other) receiver, manager or similar officer appointed over all or a substantial part of its assets, (vi) entering into or proposing an arrangement with its creditors, or (vii) becoming subject to any analogous event or proceeding.

19. Partner Software means a third-party software component that is not proprietary to the GetBusy group that is required in order for you to access or use the Software or Services.

20. Privacy Policy means the policy setting out how we handle your personal data set out at https://www.workiro.com/terms-and-policies/privacy-notice as amended by us from time to time.

21. Proprietary Information means all proprietary information (including but not limited to intellectual property, technology, algorithms, models, data and any AI-generated outputs) provided by or otherwise made available by us to you.

22. Quote means the written quotation provided by us to you in respect of the Services.

23. Security Event means any event or incident that results in or constitutes an actual compromise of the confidentiality or integrity of Customer Personal Data, including any unauthorised access to, or disclosure or use of such Customer Personal Data.

24. Services means any accompanying services that we supply to you, as may be specified and described in more detail below and in the specific Product Schedule(s).

25. Software means our proprietary software product(s), including any error corrections, updates and other modifications to those products.

26. UK GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. Commencement, Expiry & Termination

Commencement & Expiry

1. The Agreement will commence on the initial Effective Date.  Your access to the Services and Software shall be provided in accordance with the Commencement section of the relevant Product Schedule.

2. The Agreement shall expire once all Product Schedules have either expired or are earlier terminated in accordance with these Terms of Service.

Termination for Convenience

3. Except for an Evaluation Licence, which may be terminated by either party on notice at any time, either party may terminate the Agreement for convenience as specified in the relevant Product Schedule.

Termination for Cause

4. We may terminate the Agreement immediately (or, at our option, on a specified date) by giving written notice to you if you (i) commit fraud, or attempt to commit fraud, or (ii) breach an AUP.

5. A party may terminate the Agreement immediately (or, at its option, on a specified date) by giving written notice to the other party in the event that the other party’s delay or failure to perform its obligations due to a Force Majeure Event exceeds fourteen (14) days.

6. A party may terminate the Agreement immediately (or, at its option, on a specified date) by giving written notice to the other party if the other party materially breaches the terms of the Agreement (which may include a series of minor breaches) and which, in the case of a breach capable of remedy, has not been remedied within fourteen (14) days after being notified in writing about the breach by the first party.

7. A party may terminate the Agreement immediately (or, at its option, on a specified date) by giving written notice to the other party if the other party suffers an Insolvency Event.

8. The Agreement shall automatically terminate on the date set forth in the relevant notice if you exercise your rights to reject the varied Agreement set out in clause 11.2.  We will then refund any pre-paid Fees on a pro rata basis.

Suspension

9. In addition to the above rights of termination, or in the alternative, we shall be entitled immediately, without notice, to suspend this Agreement and your access to the Software and Services without incurring any liability and to retain the whole of any payments made to us by you if you fail to pay any sum properly due to us under this Agreement by the due date for payment.  For the avoidance of doubt, this clause 2.9 is not a right of termination, but instead a right allowing us to mitigate our losses caused by such non-payment.  We undertake not to use this right unreasonably or maliciously.  The right of suspension will lapse upon our receipt of your payment in full and we will reactivate your access to the Software and Services within a reasonable period of time.

3. Consequences of Termination

1. The termination or expiry of this Agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party.

2. On expiry or termination of the Agreement, all permissions granted under the Agreement shall immediately terminate and you shall promptly pay to us any Fees due and payable.  We shall deactivate your access to the Software and Services on the date of such expiry or termination.  

3. If you have been expressly granted a perpetual licence and we terminate the Agreement pursuant to clauses 2.4, 2.5, 2.6, 2.7, or 2.8, you will lose all permissions granted under the Agreement including your otherwise perpetual right to use the Software or Services.

4. If you have been expressly granted a perpetual licence and the Agreement is terminated pursuant to clause 2.3 or otherwise expires, you will lose your right to receive ongoing product support, updates, security patches or similar modifications and your ongoing use of any software will be entirely at your own risk.

5. You shall ensure that all Customer Content hosted by us that you wish to retain is downloaded from your instance prior to the date of expiry or termination, as we reserve the right to erase your Customer Content after such date.  If you require any assistance in obtaining or copying your Customer Content, we will charge you at our standard professional services rate on a time and materials basis.

6. You acknowledge that our cloud services providers may erase your Customer Content where either your conduct or actions or such Customer Content breaches their AUP and we accept no responsibility or liability for this whatsoever.  You agree to indemnify us fully against any claims or losses that we suffer as a result of your breach of such AUPs.

7. Any provisions of the Agreement that are expressly or by implication intended to survive after expiry/termination (including, without limitation, the provisions of section 5 (Confidentiality) and 9 (Limitation of Liability)) will continue in full force and effect.

4. Fees & Payment

1. All charges payable by you under the Agreement (Fees) are exclusive of any applicable local taxes (such as value added tax or sales tax) which you must pay in addition where relevant, unless otherwise specified.

2. You shall pay the applicable Fees set out in your Quote to us using one of the following methods as stipulated in the Quote (in the case of Virtual Cabinet) or as otherwise agreed with your GetBusy account manager (in the case of Workiro and HelloPlan):

1. Invoice Payment:  You shall pay all invoices within thirty (30) days of your receipt of an invoice for the Fees;

2. Credit Card Payment:  We may automatically charge your credit card on the date of the licence activation or renewal; or

3. Direct Debit Payment:  You authorise us to collect payment via direct debit, which will be processed automatically within fifteen (15) days of your receipt of an invoice for the Fees.

3. If you believe that an invoice for Fees is incorrect or you dispute the whole or any portion of an invoice, you shall pay the portion of the amount stated in the invoice which is not in dispute and will notify us in writing (within thirty (30) days of your receipt of the invoice) as to why you believe the remainder of the invoice is incorrect.  If you do not dispute an invoice amount within thirty (30) days of your receipt of it, it will be deemed to be correct and binding on you.

4. If we do not receive payment within thirty (30) days or payment is declined (including where you have not provided valid credit card or direct debit details), in addition to our right to suspend Services set out in clause 2.9, we also reserve the right to charge interest on the Fees due at the statutory rate prescribed from time to time by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) for the period from the due date of the invoice until the date on which you actually pay.  Interest shall be compounded annually and is payable on demand.  You will be liable for all costs and expenses, including legal costs, reasonably incurred by us in collecting any late Fees owed under this Agreement.

5. The Fees set out in the Quote will be payable in accordance with this section 4 (Prices & Payment) and the specific Product Schedule relating to the Software or Service you are using.  For the avoidance of doubt, Free Users will not be subject to the application of any Fees for their usage of the Software.  

6. We reserve the right to increase the Fees as follows:

1. If you pay annually, on each anniversary of the Effective Date by providing you with not less than forty-five (45) days’ written notice of such increase;

2. If you pay monthly, at any time (but no more than once annually) by providing you with not less than thirty (30) days’ written notice of such increase.

7. We will provide the stipulated notice of any such increase in accordance with the provisions of section 10 (Notices).  

8. Discounts and promotion codes may not be exchanged for cash and are non-transferable.  Discount and promotion codes cannot be used in conjunction with any other discount, offer or deal.  Discount and promotion codes may only be used by you once.  We reserve the right to terminate discounts or promotions at any time.

5. Confidentiality

1. You and we agree that we shall both (i) keep Confidential Information of the discloser in strict confidence and ensure that it is neither reproduced nor copied other than to the extent reasonably necessary for the purposes of the Agreement, (ii) not disclose or make available any Confidential Information to any third party (including individuals, companies, business entities or other organisations) without the consent of the discloser, and (iii) use such information only for the purposes of exercising the rights and performing the obligations of the Agreement.

2. The obligations of confidentiality contained in this section 5 (Confidentiality) shall endure even after the expiry or earlier termination of this Agreement except and until any Confidential Information satisfies an exception under clause 5.4 below whereupon, to the extent that it is public, the obligations contained herein cease in relation thereto.  

3. Notwithstanding the provisions of clause 5.1, each party agrees that its Confidential Information may be disclosed by the other party (i) to any employees, officers, representatives or professional advisers of the other party who needs to know and use the Confidential Information for the purposes permitted by this Agreement (and always provided that they are subject to equivalent obligations of confidentiality) and/or (ii) where it is legally compelled to disclose such Confidential Information.

4. The obligations of confidence set out in this section 5 (Confidentiality) shall not apply to any Confidential Information that (i) becomes publicly known other than through any act or omission of the receiving party, (ii) was in the other party's lawful possession before the disclosure without any attached obligations of confidence, (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party and such independent development can be shown with reasonable corroboration of self-interested testimony.

5. If you become aware of any unauthorised copying, disclosure or use of our Confidential Information, you will notify our Information Security team immediately using the communications channels set out in clause 10.4 and you shall take such steps as shall be reasonably necessary to prevent further unauthorised copying, disclosure or use.

6. If we become aware of any unauthorised copying, disclosure or use of your Confidential Information, we will notify you immediately and we shall take such steps as shall be reasonably necessary to prevent further unauthorised copying, disclosure or use.

7. On or shortly after the expiry or earlier termination of this Agreement, both you and we shall destroy or permanently erase the other’s Confidential Information.  This obligation shall not be applicable to Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of day-to-day business, conditional on that Confidential Information being subject to the on-going confidentiality obligations set out in this Agreement.

8. You and we acknowledge that any breach of any of the provisions of this section 5 (Confidentiality) may result in immediate and irreparable damage to the discloser and that monetary damages may be inadequate to compensate the discloser for such a breach.  You and we agree that in the event of such a breach, the discloser shall, in addition to any other right, relief, or remedy available at law, be entitled to any specific performance, injunctive relief or other equitable relief that any court of competent jurisdiction may deem just and proper.

6. Data Protection

1. It is agreed that you are a Controller and that we are a Processor acting on your behalf in respect of the Customer Personal Data.

2. Both parties shall comply at all times with the Data Protection Legislation and the affected party shall notify the other party promptly in the event of any breach of its obligations under the Data Protection Legislation which would affect or impact Customer Personal Data.  The Processor or Controller (as applicable) shall, subject to the limitations set out in clause 9.2, indemnify the other party against all costs, expenses, liabilities, losses, damages and judgments that the other party incurs as a result of any failure by the affected party to comply with the Data Protection Legislation.

3. You undertake to provide all necessary notices to and obtain all necessary consents from Data Subjects to enable our Processing of the Customer Personal Data in accordance with the Data Protection Legislation.

4. To the extent that we are Processing the Customer Personal Data, we shall:

1. Process the Customer Personal Data only in accordance with your written instructions as set out in the Agreement or as otherwise agreed in writing between the parties.  For the avoidance of doubt, this shall not apply to the extent that we are required by law to Process the Customer Personal Data other than in accordance with your instructions;

2. implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to protect the Customer Personal Data against a breach of security caused by unauthorised or unlawful processing and against accidental or unlawful destruction, loss, damage, alteration or unauthorised disclosure of or access to the Customer Personal Data;

3. ensure that any employees or other persons that we authorise to Process the Customer Personal Data are subject to appropriate obligations of confidentiality;

4. only engage those third parties listed on our website to carry out our Processing obligations under this Agreement (Subprocessors).  We may update this list of Subprocessors from time to time and your continuing use of the Software or Services constitutes your consent for us to use such Subprocessors.  We shall ensure that all Subprocessors are engaged by way of a written contract obliging the Subprocessor at all times during the engagement to comply with data processing obligations substantially equivalent to those set out in this section 6 (Data Protection);

5. notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject of the Customer Personal Data (without responding to that request, unless you authorise us to do so);

6. provide reasonable assistance to you by technical and organisational measures, and insofar as is possible, for the fulfilment of your obligations in respect of any requests and complaints received from a Data Subject of the Customer Personal Data;

7. notify you without undue delay after becoming aware of a Security Event;

8. on your request, use all reasonable endeavours to assist you in ensuring compliance with your obligations under the Data Protection Legislation in respect of the Customer Personal Data, taking into account the nature of the Processing and the information available to us;

9. on your request, make available the information necessary to demonstrate our compliance with this section 6 (Data Protection) and on reasonable advance notice in writing otherwise permit, and contribute to, audits that you (or your authorised representative) carry out with respect to the Customer Personal Data, provided that you shall (or shall ensure your authorised representatives shall):

1. comply strictly with the obligations of confidentiality set out in our Agreement;

2. ensure that the conduct of any such audit does not disrupt our normal business operations; and

3. whilst carrying out any such audit, comply with any relevant IT and security terms and policies that we supply to you;

10. on termination or expiry of the Agreement, destroy or return (as you direct) the Customer Personal Data and delete all existing copies of such data except to the extent that we are required to keep or store such data by law or are otherwise stored for a period of time as part of an ordinary and prudent backup cycle and not otherwise accessible to us in the normal course of business.

5. You acknowledge and consent to us transferring the Customer Personal Data outside the geographic area of origin for the purpose of the services that we provide to you under the Agreement, provided that any such transfer meets the relevant requirements under the Data Protection Legislation.  Further information can be found in our Privacy Policy.  

6. We reserve the right to charge you professional services fees on a time and materials basis and for any out-of-pocket expenses that we incur in the performance of our obligations under this section 6 (Data Protection) where we consider, in our reasonable discretion, that your requests go beyond what is commercially reasonable.

7. For the purposes of this clause, details of the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and the categories of Data Subject relating to the Agreement is set out in the Privacy Policy.

8. These Terms of Service refer to the following additional terms:

1. Our Privacy Policy which explains in further details on how we collect, store and process your Personal Data and how you can exercise your data rights as Controller.

2. Our Cookie Policy, which sets out information about the cookies used on our website.

7. Intellectual Property Rights & Proprietary Information

1. The copyright and other intellectual property rights in the Software, Services and GetBusy Content are proprietary either to us or another member of the GetBusy group (of which we form part) and, accordingly, we have authority to provide a licence to use the Software or Services.  

2. Other than the rights afforded you expressly in this Agreement, you have no right, title or interest in or to such intellectual property rights or Proprietary Information and you shall only use it for the purposes permitted.

3. You agree that you shall not, directly or indirectly:

1. use, adapt, modify, reverse engineer or otherwise exploit the Proprietary Information for the purpose of creating, developing or enhancing any product, service, technology or business model that competes, or is reasonably anticipated to compete with us;

2. utilise any AI outputs, models, algorithms or datasets provided by us to develop any foundational, large-scale or derivative AI models that could be used for commercial purposes or in competition with us; or

3. engage in any activity that would lead to the use of the Proprietary Information to advance a business or technology that is in competition with us, including but not limited to, purporting to licence, sell or otherwise transferring or making available the Proprietary Information to a third party for such purposes.

4. We warrant to you that your proper use of the Software, Services and GetBusy Content in accordance with the Agreement will not infringe, misappropriate or otherwise violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party.  In the event that your proper use of the Software, Services and GetBusy Content in accordance with the Agreement (in particular your normal operation, possession or use of such materials) is found by a court of competent jurisdiction to infringe, misappropriate or otherwise violate any intellectual property right of a third party, then we will indemnify you against any damages that may be awarded or agreed to be paid in respect of such claim.

8. Customer Content

1. You and your licensors own all right, title and interest in and to the Customer Content.  You are responsible for ensuring the legality, reliability, accuracy and quality of all such content.

2. You give us permission to use your Customer Content to the extent necessary for us to perform our obligations under this Agreement.

3. If you are an organisation or corporate entity (rather than an individual user), you also give us permission to use your name and logo for the purpose of providing you with branding features within our Software and for the purpose of preparing and displaying promotional materials (such as case studies or testimonials) on our website.

4. You warrant that you own or are licensed to use all intellectual property rights in the Customer Content and that our use of such rights in accordance with the Agreement does not and will not infringe the rights of any third party.  If a claim is brought against us that our use of your Customer Content under this Agreement infringes the intellectual property rights of any third party, you will indemnify us against any damage, loss or costs that we incur or suffer in connection with any such claim.

9. Limitation of Liability

1. Neither party excludes or limits liability to the other party for deceit, theft, fraud, fraudulent misrepresentation, death or personal injury caused by the gross negligence or wilful misconduct of its employees, agents or sub-contractors or anything else which cannot by law be limited.

2. In respect of the indemnities provided in clauses 6.2 and 7.4, liability in respect of such indemnities shall be limited to a maximum amount equivalent to one hundred per cent (100%) of the Fees that were paid during the subscription period of the Agreement during which the event giving rise to the claim occurred (or, where the event occurs after the Agreement has expired or been earlier terminated, in the final subscription period).

3. We shall not be liable for any loss, damage, or liability arising out of or in connection with your use of any Beta Products (as defined in clause 16.2), whether such use involves live data or otherwise.  This exclusion includes, without limitation, liability for any loss of data, business interruption, system failure, financial loss or any other loss generally excluded in this section 9 (Limitation of Liability).

4. Subject to (i) the provisions of clause 9.1, pursuant to which our liability shall be uncapped, and (ii) the provisions of clauses 9.2 and 9.3, our total liability to you arising under or in connection with the Agreement (whether in tort, contract or otherwise) shall be limited to a maximum amount equivalent to twenty five per cent (25%) of the Fees that were paid during the subscription period of the Agreement during which the event giving rise to the claim occurred (or, where the event occurs after the Agreement has expired or been earlier terminated, in the final subscription period).

5. Subject always to clause 9.1, in no event shall we be liable to you or any third party for indirect, incidental, special, consequential or punitive damages of any kind whatsoever, lost profits, loss of goodwill, business interruption, downtime, costs of substitute software, or for lost or damaged Customer Content or other data arising from your use of the Software and Services, or pure economic loss; all whether foreseeable or unforeseeable.

6. Except as expressly specified otherwise in these Terms of Service, a Product Schedule or your Quote, our Software, GetBusy Content and Services are provided on an “as is” and “as available” basis.  We make no warranty that the Software, GetBusy Content and Services will meet your requirements or be available on an uninterrupted, secure or error free basis.  The Software, GetBusy Content and Services may be useful to you in complying with your regulatory or professional obligations.  However, you are entirely responsible for understanding and complying with those obligations and we do not represent, guarantee or warrant that your use of the Software, GetBusy Content or Services will effect your compliance with any such regulatory or professional obligations.

7. The express terms of this Agreement are in lieu of all warranties, representations, conditions, undertakings, obligations and all other terms implied by statute, common law, custom, trade usage, course of dealing or otherwise, including any implied warranties of merchantability, quality, title, fitness for a particular purpose and non-infringement; all of which are excluded to the fullest possible extent permitted by law.

8. You accept sole responsibility for all of your communications, interactions and transactions with other persons through the Software and Services.

9. Any warranties set out in the Agreement are solely to and for your benefit and for no other entity, end user or third party.

10. Notices

1. Save as set out below, any notice under the Agreement shall be provided by email.  Email notices will be deemed to have been received at the time of transmission.

2. If we need to provide you with any notice under the Agreement, we will send you an email to the email address you have provided in the Quote.  You have a strict obligation to notify us in writing of any change to that email address promptly.  We reserve the right to send notices to your registered office in the event that the email address you have provided is no longer valid; but a notice delivered to either address will constitute delivery of a notice on our part.

3. If you want to send us a notice in relation to invoicing, Fees or termination, please email:

uk.accounts@getbusy.com  

4. In the event that you experience a Security Event in relation to the Services or Cloud Services, you will immediately provide us with notice of such event by emailing our Information Security team at:

incidents@getbusy.com  

5. If you want to send us a notice in relation to any other part of the Agreement, please email:

legal@getbusy.com  

11. Variation

1. We may amend any of the Agreement from time to time.  If we make a change to this Agreement, we will provide you with at least three (3) months’ notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Software or Services.  You can review the most current version of the Terms of Service at any time by visiting our website.  

2. The revised Agreement will become effective on the date set forth in our notice.  You must notify us in writing if you do not agree to such changes no later than sixty (60) days prior to that date.  

3. In any event, if you or any Authorised User accesses or uses the Software or Services after the date set forth in our notice, that use will constitute your acceptance of the revised Agreement.

12. Audit Rights

1. Provided that we give you reasonable advance notice, you agree to give us access during normal business hours to your premises, staff and systems to enable us to verify that you and your Authorised Users are accessing and using the Software in accordance with the Agreement.

2. If we carry out an audit under this clause, we’ll use reasonable endeavours not to cause any disruption to you and your business and we will comply strictly with the confidentiality provisions set out in these Terms of Service.

13. Anti-Bribery

1. Each party must comply with all applicable Anti-Bribery Laws and have in place, and ensure compliance with, appropriate policies and procedures to avoid the risk of bribery and fraud within its business and in connection with its dealings with third parties.

2. Each party warrants that it has not (and that its employees and contractors have not) offered, given or agreed to give, and promises that it (and its employees and contractors) will not offer, give or agree to give, to any person any non-trivial gift or consideration as an inducement or reward for doing or not doing anything in relation to obtaining the Agreement or performing any obligations under it.

14. General Legal Terms

1. The Agreement amounts to the entire agreement and understanding between you and us with respect to the Software, GetBusy Content and Services (and related subject matter) and replaces all prior agreements, permissions, negotiations and discussions between the two of us.  No other terms, conditions or provisions, including any terms attached to or incorporated within any purchase order or other communication you may send us, shall apply or have any effect and all such terms are hereby expressly excluded and rejected.

2. Neither party will be liable to the other for any delay in the performance of or any breach of its obligations under the Agreement which is due to a Force Majeure Event.  If one of us is affected by a Force Majeure Event, the affected party shall promptly notify the other party of its occurrence.  Such notice will include the nature of, expected duration of, the contractual obligations affected by, and the steps being taken to mitigate, the Force Majeure Event.  Upon receiving such a notification, the other party shall use reasonable endeavours to work with the affected party to mitigate its effects.

3. The failure or delay of either party to exercise or enforce any right under the Agreement shall not operate as a waiver of that right or prevent its exercise or enforcement thereafter.

4. You may not sublicence, novate, assign or otherwise transfer your rights or obligations under the Agreement without our prior written consent.

5. No individual or entity that is not a party to the Agreement will have any rights under the Contracts (Rights of Third Parties) Act 1999.  If a person who is not a party to this Agreement is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, the parties may rescind or vary this Agreement (and any documents entered into pursuant to or in connection with it) without the consent of that person.

6. If any court or competent authority decides that any provision of the Agreement is unlawful or unenforceable, the remaining provisions of the Agreement will not be affected and will remain in full force and effect.

7. This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales.

8. In the event of any dispute arising under this Agreement, you and we shall escalate such dispute internally to a capable person empowered to hear and settle such dispute.  Those people shall attempt, in fair dealing and in good faith, to settle such dispute and to allocate sufficient time to the matter at hand.  The parties shall bear their own costs of this dispute resolution.  

9. If the parties are not able to reach a settlement to the dispute after escalation pursuant to clause 14.8 above, then the parties may at their agreement try and alternative form of dispute resolution in the form of mediation; in which case the venue and mediator shall be mutually agreed by the parties.  The parties agree that any mediation shall be carried out using the English language and that the parties shall bear the costs of such mediation equally.  

10. Each party shall remain free to withdraw from the dispute resolution or mediation procedure described in clauses 14.8 and 14.9 and pursue an action through the courts.

11. Unless expressly allowable under the terms of the Agreement, the performance by us or by you of our respective obligations under the Agreement shall not cease or be delayed by the dispute resolution procedures described in clauses 14.8 or 14.9.

12. The parties irrevocably agree that the courts of England and Wales shall have the exclusive jurisdiction to settle any dispute or claim and the parties hereby waive any claims that such jurisdiction is an inconvenient forum.

13. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

Part B – General Product Terms

15. Undertakings

1. All users of our Software and Services must be at least 16 years old.  If you or any of your proposed Authorised Users are under the age of 16, neither you nor they are permitted to use the Software, nor provide your or their personal information to us.

2. If you are an individual, or an entity, you undertake to ensure that all users who you authorise or invite to use the Software and Services will be at least 16 years old.

3. You must not do anything that could damage our reputation or otherwise bring the GetBusy group name and/or products into disrepute.

4. We give you permission to access and use and, where applicable, allow your Authorised Users to access and use our Software and any GetBusy Content for your own legitimate purposes for the term of either this Agreement or as otherwise specified in the Product Schedule.  This permission is dependent on your compliance with the use restrictions specified in this section 15 (Undertakings) and, if you are using our Cloud Services, section 16 (Provision of Service).

5. You must comply, and where applicable ensure that your Authorised Users comply, with all applicable laws when using our Software and Services.  Our Software and Services should not be used for evil.

6. Our security attestation and compliance documentation is made available to you via the Services.  Whilst we may perform penetration testing over a representative copy of the Services or Software, you shall not perform, or allow to be performed by your Authorised Users or other contractors engaged by you or them, any penetration testing or analogous event over the Services or Software.

7. You must not do any of the following and, where applicable, you must ensure that your Authorised Users don’t do these things:

1. access all or any part of the Software in order to build a product or service that is substantially similar to and/or competes with our Software and Services;

2. copy the Software or GetBusy Content, except as part of the normal use of the Software and GetBusy Content or where it is necessary for back-up or operational security purposes; or

3. reproduce, modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer the Software or create derivative works from all or any part of the Software or incorporate the Software into any other software programmes (or attempt to do any such things), except to the extent that doing any of these things is necessary for your use the Software in conjunction with the GetBusy Content or is permitted by any applicable law that cannot be excluded.

8. You must use all commercially reasonable endeavours to prevent any unauthorised access to, or use of, our Software, Services or GetBusy Content; and at least an equivalent level of effort that you use to prevent unauthorized access to or use of your own systems.

9. You must notify us promptly at the address specified in clause 10.4 of any unauthorised access or use that you become aware of.

10. You agree to cooperate with us and provide such assistance and access to your systems, staff and information as we may reasonably require to provide our Software and Services to you.

11. In relation to imports and exports, in the event of any pre-requisites not being in place, we cannot guarantee that the work will be completed and may incur additional costs.  You warrant that you have obtained all necessary authorisations and consents to the documents and data to be migrated and that you will indemnify us against all claims by any third-party for any losses incurred by them ultimately caused by your failure to obtain such authorisations and consents.

16. Provision of Service

1. We will provide the Services that you have ordered with reasonable skill and care and in accordance with the terms applicable to those Services.  However, all activation, delivery, performance or completion dates that we may give or indicate are estimates only.

Evaluation Licences

2. You acknowledge and agree that your use of any Software or Service provided by us under an Evaluation Licence (Beta Products) is for testing and evaluation purposes only.  If we make such Beta Products available to you, you agree on request to provide us with feedback on such Beta Products; although we are not obliged to act on such feedback.

3. In accordance with section 5 (Confidentiality), the Beta Products and their features constitute our Confidential Information and you must not disclose any feature of the Beta Products to any other third party.

4. Our Beta Products may be incomplete, may contain errors and may not operate as intended.  You agree to use the Beta Products entirely at your own risk including, but not limited to, where you choose to deploy the Beta Products on live or production data.  

5. We provide the Beta Products “as is” and without any warranty, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

6. We may limit, discontinue, change or deactivate any Beta Product, or part thereof, at any time without notice.

7. You agree to indemnify us against any claims, losses, damages or liabilities arising from your use of the Beta Products, including any claims arising from your deployment of the Beta Products on live or production data.

Support Services

8. We make available free ‘self-help’ support content to all of our customers through the relevant websites.

9. We may also agree with you enhanced support through the provision of professional services.  If agreed, these will be set out in your Quote.

Cloud Services

10. The Cloud Services terms set out in clauses 16.10 through 16.14 will apply to you unless you are only using the Virtual Cabinet product with no access to the Virtual Cabinet Portal or Virtual Cabinet Mobile products.

11. If you use our Cloud Services, you must abide by the GetBusy AUP.  

12. We may, in our discretion, remove or block access to any Customer Content that you or your Authorised Users store, distribute or transmit through the Cloud Services in breach of this section 16 (Provision of Service).

13. We are not responsible for any non-availability or interruption to your access to the Cloud Services caused by any general internet connectivity issues or anything else outside of our reasonable control, such as any errors or unavailability caused by you or your Authorised Users.

14. We will generally perform system maintenance or upgrades during maintenance windows that we may schedule from time to time.  During these times, our Cloud Services may occasionally be unavailable or degraded.  However, it is also possible that our Cloud Services may be unavailable or degraded outside of these times as a result of emergency maintenance being carried out by us or our cloud services providers.

Self-hosted Services

15. Where you host our Software yourselves, it is your responsibility to put in place and operate appropriate internal network security measures and back-up procedures to protect your Customer Content.

16. Any change that you request to the Software or Services will require assistance from us at costs to be agreed.  If you make any change yourselves to the Software or Services, then notwithstanding any other rights or remedies we may have, such changes may incur additional costs at our discretion and may result in your loss of Service and support.

17. AI Components

1. The Software may include features or functions that utilise artificial intelligence (AI) technology to enhance or automate certain services.  By using the Software, you acknowledge and agree that AI elements are integral to the functionality of the Software.  You consent to the usage of such AI elements in processing, analysing and delivering services based on the data provided by you.

2. Pursuant to our AUP, you will ensure that your input to an AI component is always lawful.

3. You acknowledge and agree that output from AI components may not be unique to you and that AI components may generate the same or substantially similar output for other third-party users of our products.  You acknowledge and agree that you do not own the intellectual property in any output from AI components and will not assert any such ownership rights at any time.

4. AI components may be provided by third party cloud services providers, and we make no representation about, or accept any liability for, the availability or otherwise of such functionality or any subsequent effects such unavailability may cause on the Software or Services.

5. You will ensure that any output from AI components is not used (i) in a way that misleads any person into the belief that such output was solely human-generated, or (ii) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision.

6. AI responses and suggestions are not tailored for your specific experience.  We disclaim any responsibility for the accuracy or effectiveness of AI functionalities.

7. We are committed to the following AI principles when using and providing AI capabilities in our Software and Services:

1. Data privacy:  The privacy of our customers’ data and content remains paramount.  Our AI technologies will adhere to the same content and information access privileges as the user.  Data beyond a user’s access privileges will never be used or accessed by the AI technologies available to that user.

2. Security:  Our AI technologies will maintain our very high standards of data security and will be subject to the same rigorous security testing and auditing as our core applications.

3. Transparency:  We will provide clear explanations of how our AI technologies work, their benefits and limitations, the AI vendors we select and how your data is used.

4. Control:  You will be able to manage your AI preferences, including whether AI capabilities are enabled.  We will never allow your data to be used in the training of AI models without a clear explanation and your express approval.

5. Fairness:  We will ensure that our AI technologies are fair, unbiased and inclusive by design.  We will partner only with reputable AI vendors who share our commitment to privacy, security and ethical standards.

8. You acknowledge and agree that AI-driven services are provided for informational purposes only and we disclaim any liability for any decisions you make based on AI-generated outputs.  We do not make any warranty regarding the results obtainable from using any AI component and you agree that you will not rely on factual assertions, designs, workflows, processes or code in AI component output without independent fact-checking or review.  Whilst we disclaim liability for AI Component outputs, we will offer reasonable troubleshooting to ensure that the AI Components function as intended.

18. Partner Software, Third-Party Resources & Open Source Libraries

Partner Software

1. You acknowledge that the Software and/or Services may incorporate or require the use of Partner Software.

2. We do not provide any warranties or accept any liability in respect of the performance of the Partner Software.

Third-Party Sites, Resources and Services

3. Our Software and Services may contain features and functions linking you to or providing you with certain functionality and access to third-party sites, resources, products and services.

4. We do not warrant, endorse or assume any liability in respect of such third-party sites, resources, products or services and we will not be a party to or in any way be responsible for monitoring any transaction between you and any such third-party.  Any contract entered into and any transaction completed via any such third-party site or resource is between you and the relevant third-party, and not us.

Open Source Libraries

5. The Software or Services may include certain open-source libraries or components that are licensed to us under open-source licences (Open Source Components).  By using the Software or Services, you agree that these Open Source Components are a part of the Software and are subject to the terms of the applicable open-source licences.

6. We reserve the right to update, modify, replace or remove any Open Source Components included in the Software at any time without prior notice to you.  Additionally, new open-source libraries may be introduced as part of future versions or updates to the Software or Services.

7. We will not incorporate into the Software or Services any Open Source Components that are the subject to the terms of any licence that would:

1. impose any obligation to disclose or make available to third parties the source code, derivative works, modifications or compiled versions of the Software or Services, including but not limited to licences such as the GNU General Public Licence (GPL), Affero General Public Licence (AGPL), Lesser General Public Licence (LGPL) or any other “copyleft” or reciprocal open-source licence;

2. require that any derivative work, or any Software or Service that combines with or links to such Open Source Component, be licensed under the same terms or under an open source licence that would oblige the release of proprietary code or grant any third party the right to access, use, modify or distribute such derivative work; or

3. mandate the distribution of compiled object code, binary code, or any other form of the Software or Services, including source code, as a condition for distributing the Software or Services or any deriviative works thereof.

We will only use Open Source Components governed by permissive licences, such as the MIT Licence, BSD Licence or Apache Licence, that do not impose such disclosure or public licensing obligations on the Software or Services, their derivative works or compiled forms.

8. The Open Source Components provided with the Software or Services are distributed “as-is” and are subject to the terms and conditions of their respective licences.  We make no representation or warranty, express or implied, regarding these Open Source Components, including their suitability, reliability or performance.

19. Application Programming Interfaces (APIs)

1. This section 19 (Application Programming Interfaces (APIs)) applies to the use of any GetBusy application program interface (API), in designing, developing, and/or maintaining a computer program (API Client Software) that can create, read, update, and/or delete user content at the Service.  This section 19 also applies to any interaction by API Client Software with the Service.

2. As a condition of your right to use API, you must ensure:

1. that API Client Software is subject to terms of use (or terms of service) and to a privacy policy; and;

2. that all users of API Client Software are shown and given the opportunity to review those terms and that policy.

3. Neither API Client Software or you may copy, store, transmit or otherwise distribute, display, perform, or otherwise make use of, any content or other intellectual property of any user of the Service without that user's permission.

4. All provisions of these Terms of Service apply to use of API, by you and/or by any API Client Software, in the same manner as those provisions apply to use of the Service (mutatis mutandis, that is, any necessary changes having been made).  This includes the provisions concerning content and security; restrictions; warranty disclaimer; and limitation of liability.

5. As between you and GetBusy, you are entirely and solely responsible for API Client Software and for your business generally; you will defend and indemnify us from any third-party claim arising from any person's use of API Client Software and/or from your business generally.  This includes, without limitation, any claim that you or API Client Software failed to comply with applicable law.

6. From time to time, at our discretion, we may limit the number of transactions that can be sent or received, and/or the rate of sending or receiving, via the relevant GetBusy API.

7. We have the right to monitor use of API by any API Client Software.  

8. You will not attempt to block, disguise, obscure, or otherwise interfere with any such monitoring nor design or deploy any API Client Software that includes the capability to do so and you will promptly remove any such capability upon learning of its existence.

9. If we use API Client Software for any form of testing, we will not be bound by any terms of use or terms of service associated with API Client Software, for example in a click-wrap agreement or browse-wrap agreement; all such use by us is at your own risk.

10. Without limiting the foregoing, you may not, and you agree to ensure that any API Client Software you cause to be produced will not, do any of the following:

1. imitate the “look and feel” of the Service;

2. circumvent or disable any restriction on use of or access to the Service;

3. create the potential for confusion about whether the API Client Software originated with or is sponsored or endorsed by us or any of the GetBusy group.

11. If either you or any API Client Software fails to comply with the terms of this section 19 (Application Programming Interfaces (APIs)), then we may in our discretion immediately block access to the Service by the API Client Software.  In addition, we may in our discretion (and without waiving or otherwise limiting any of our other rights or remedies against you) do one or more of the following on providing written notice to you:

1. require you to stop distributing that version of the API Client Software; and/or

2. require you to distribute a patch, new release, or other update to the API Client Software to cure the noncompliance; and/or

3. revoke your right to use the GetBusy API.

20. Professional Services

1. We will provide any professional services to you that are specified in your Quote.  Examples of our professional services include implementation and on-boarding, data migration services and training.  Professional services will be provided as described in your Quote, but may be adjusted with mutual agreement based on your evolving needs.

2. We also offer additional support services which, where requested, are detailed in your Quote.  This support will include advising and assisting you (and your Authorised Users, if any) with the correction of Software faults and errors and by providing workarounds, patches or other updates where necessary.

3. Where we have agreed to provide support services to you under a Quote, we will do so via email, telephone, online chat or remote access (as appropriate), from Monday to Friday, during normal business hours in the country in which you are located (but excluding public holidays) and on a reasonable endeavours basis.  We will provide this support in accordance with your Quote and our standard indicative service levels, which are available on request.

21. Equipment

1. If you purchase any scanners or other computer related equipment (Equipment) from us under your Quote, we will deliver the Equipment to the address specified in the Quote (or any other address that we agree in writing).

2. The risk in the Equipment will pass to you on delivery by us to the agreed address and title will pass to you when we receive payment in full for the Equipment.

3. We do not provide any warranties or accept any liability in respect of the performance of Equipment; the terms of the manufacturer’s warranty will apply.

Product Schedule 1 – Workiro and HelloPlan

Licensed Software/Services

1. This Product Schedule concerns your use of and/or access to our Workiro and HelloPlan Software packages, where its use is expressly provided for in your Quote.

Fees

2. Fees for Workiro / HelloPlan will be as specified in your Quote.  Depending on the Services you have selected, the Quote may include Fees for professional services, support services and/or Cloud Services.

3. Excluding any additions or upgrades to the service, Fees in respect of Workiro / HelloPlan will be fixed for the duration of any Initial Licence Term agreed with your GetBusy account manager.

4. If you request any changes to Services that would otherwise result in a reduction of the Fees payable under this Product Schedule, that reduction of Fees will not take effect until after the Initial Licence Term, or after the annual anniversary of the relevant Effective Date, whichever is the later and in any event with not less than sixty (60) days’ written notice.

5. We reserve the right to:

1. begin billing the Fees in full to you no later than 6 months after the Effective Date, even if you have delayed installation of the product past 6 months.

2. invoice an administrative charge of £150 (ex VAT) plus any unrecoverable expenses on each occasion that you request to delay or cancel a professional services appointment, unless you have given us more than twenty four (24) hours’ notice.

Commencement

6. Your licensed use of the Software will commence when you first use the Software and/or Services and will continue until the earlier of:

1. the expiry date specified in your Quote (if any); or  

2. either you or we bringing the Agreement to an end in accordance with section 2 (Commencement, Expiry & Termination) of the Terms of Service.

Termination for Convenience

7. Either party may terminate the Agreement by giving no less than sixty (60) days’ written notice of termination to the other party in accordance with section 10 (Notices).  Termination will be effective from the end of the Initial License Term or, if after the Initial License Term, the end of the current annual renewal term.  No credits or refunds will be made as a result of such termination.

Product Schedule 2 – Virtual Cabinet

Licensed Software/Services

1. This Product Schedule concerns your use of and/or access to our Virtual Cabinet Software package, where its use is expressly provided for in your Quote.

Fees

2. Fees for Virtual Cabinet will be as specified in your Quote.  Depending on the Services you have selected, the Quote may include Fees for professional services, support services and/or Cloud Services.

3. Excluding any additions or upgrades to the service, Fees in respect of Virtual Cabinet will be fixed for the duration of any Initial License Term specified in your Quote.

4. If you request any changes to Services that would otherwise result in a reduction of the Fees payable under this Product Schedule, that reduction of Fees will not take effect until after the Initial License Term, or after the annual anniversary of the relevant Effective Date, whichever is the later and in any event with not less than sixty (60) days’ written notice.

5. Fees will be payable by you from the start of the calendar month for any installations that occur on or before the 14th of that month.  For installations on or after the 15th of the month, the Fees will be payable from the start of the following calendar month.

6. We reserve the right to:

1. begin billing the Fees in full to you no later than 6 months after the Effective Date, even if you have delayed installation of the product past 6 months.

2. invoice an administrative charge of £150 (ex VAT) plus any unrecoverable expenses on each occasion that you request to delay or cancel a professional services appointment, unless you have given us more than twenty four (24) hours’ notice.

Commencement

7. Your licensed use of the Software will commence when you first use the Software and/or Services and will continue until the earlier of:

1. the expiry date specified in your Quote (if any); or  

2. either you or we bringing the Agreement to an end in accordance with section 2 (Commencement, Expiry & Termination) of the Terms of Service.

Termination for Convenience

8. Either party may terminate the Agreement by giving written notice of the termination to the other party in accordance with section 10 (Notices) no less than sixty (60) days’ prior to the anniversary of the Effective Date.  Termination for convenience may not be before the end of the Initial License Term.  No credits or refunds will be made as a result of such termination.

9. Notwithstanding the provisions of clause 8 above, if your Quote specifies a minimum subscription term, neither party may terminate the Agreement for convenience until the expiry of that term.  

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