Date and Parties

This agreement is entered into on the date of the first Order Form executed by the parties below pursuant to these terms (Effective Date), and is made between:

(A) Resource Guru Limited, a company incorporated and registered in England and Wales, with company number 07622607, whose registered office is at 86-90 Paul Street, London, England EC2A 4NE (Resource Guru); and

(B) the legal entity whose details are set out in the first Order Form entered into by that legal entity in accordance with these terms and conditions (Customer),

each a party, and together the parties.

Background

The parties have agreed for Resource Guru to supply Services to the Customer on the terms and conditions of this agreement.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Applicable Data Protection Laws: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Resource Guru is subject, which relates to the protection of personal data.

Background IPR: all Intellectual Property Rights that are owned by, licensed to, or otherwise controlled by a party (or its licensors) prior to the Effective Date, or that are developed independently of this agreement or not exclusively for the other party, including all software, algorithms, AI models, prompts, workflows, templates, methodologies, know-how, analytics, taxonomies, documentation and related improvements, modifications or derivative works of such Intellectual Property Rights.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives whether before or after the date of this agreement in connection with the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party.

Customer Data: the data inputted by the Customer, Users, or Resource Guru on the Customer's behalf to the Platform, and any other materials, information and data provided by the Customer to Resource Guru for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation: any documentation made available to the Customer by Resource Guru from time to time, whether in electronic form or otherwise, including via the Platform, which sets out a description and user instructions for the Services including manuals, user guides, instructions, training materials, specifications, or other materials provided or made available by Resource Guru relating to the use or operation of the Platform and the Services.

Effective Date: as defined above.

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

Fees: the Service Fees and the Resource Bundle Fees.

Implementation Services: the implementation, set-up, onboarding and training services provided, to enable the Customer to access the Platform.

Initial Term: the initial term for the Subscription being a period of 12 months, or as otherwise set out in the relevant Order Form.

Intellectual Property Rights: all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, anywhere in the world and together with all renewals and extensions.

Order Form: an order form entered into pursuant to this agreement describing the Subscription, the Fees and the Services being provided.

Platform: the website located at https://resourceguruapp.com/ through which the Customer can access and use the Resources provided by Resource Guru pursuant to a Subscription, as described in the relevant Order Form.

Renewal Term: in respect of a Subscription, a period of 12 months (unless otherwise agreed in an Order Form).

Resources: means the project management resources, including human resources (people) and non-human resources (meeting rooms, vehicles and miscellaneous) available via the Platform under a Subscription. For the avoidance of doubt, human resources include all types of Platform users, including: basic user; manager; administrator, and; custom permission roles, as set out on the Platform.

Resource Bundle Fees: as defined in clause 6.

Services: as defined in clause 3.

Service Fees: the base subscription fees payable by the Customer to Resource Guru for the Services, and the Subscription, as detailed on the Order Form.

SLA: Resource Guru’s service level agreement attached at Schedule 1.

Subscription: means a subscription to access the Platform and accompanying Services to be provided to the Customer, as detailed in the relevant Order Form.

Support Services: means Resource Guru’s standard support and maintenance services provided as part of the Services.

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

User(s): means any individual (including the Customer’s employees and contractors) authorised by the Customer to access and use the Platform and the Services under the Subscription.

Virus: means any thing or device (including any software, code, file or programme) designed to prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network or device, including worms, trojan horses, malware, ransomware, spyware, and other malicious code or technologies.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as it is amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes email.

1.7 Where there is an inconsistency between the terms of an Order Form and this agreement, the Order Form shall prevail.

2. Structure and term of this agreement

2.1 This agreement will operate as a framework agreement which defines the contractual terms and conditions under which Resource Guru will supply Services to the Customer.

2.2 The parties shall agree the provision of Services by entering into Order Forms. Each Order Form will refer, and be subject to, the terms of this agreement.

2.3 This agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other party written notice to terminate. Notice served in accordance with this clause shall only expire when all Subscriptions active at the point at which notice is served expire, and/or are terminated. If there are no active Subscriptions as at the date notice to terminate is served under this clause 2.3, such notice shall terminate this agreement with immediate effect. The parties shall not enter into any further Order Forms after the date on which notice to terminate is served under this clause 2.3.

2.4 Each Subscription shall commence on the date of execution of the relevant Order Form (unless the Order Form provides for the Subscription to start on another date), following which Resource Guru shall begin providing the Services in respect of that Subscription for the duration of the Initial Term. At the end of the Initial Term, the Subscription shall automatically renew for successive Renewal Terms, unless:

   (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the then-current Initial Term or Renewal Term (as applicable), in which case the relevant Subscription shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or

   (b) otherwise terminated in accordance with the provisions of this agreement.

3. Services

3.1 The Services will be as set out in the Order Form and may comprise the provision of:

   (a) Implementation Services in respect of the Platform in accordance with the Order Form or any relevant Documentation;

   (b) access to the Platform by way of a Subscription in accordance with clause 5;

   (c) Resources in accordance with clause 6; and

   (d) Support Services.

3.2 Any dates quoted for delivery or performance of any part of the Services are approximate only. Any services which are not detailed in the Documentation or Order Form are out of scope and may be subject to additional charges.

3.3 The Customer acknowledges that Resource Guru may change or modify the Services from time to time. Resource Guru shall only be required to provide the Customer with reasonable notice of change or modification to the Services in advance if the change or modification is materially detrimental (and does not extend or enhance the functionality or architecture of the Services) or may substantially adversely affect the Customer's use of the Services. In the event that the Customer objects to such changes on the grounds that the change has a material adverse and detrimental effect on the Customer's use of the Platform, the Customer's sole remedy shall be the termination of this agreement. In the event of the termination of this agreement by the Customer in accordance with this clause 3.3, Resource Guru shall refund to the Customer any Fees already paid in advance for the Platform which relate to the period after the date of termination, on a pro-rata basis.

3.4 Unless otherwise agreed in writing, the Customer acknowledges that the Services have not been developed to meet the Customer's or the Users’ individual requirements and that it is therefore the Customer's responsibility to ensure that the facilities and functions of the Services as described in the Documentation relevant to the Subscription meet the Customer's requirements.

4. Implementation Services

4.1 Resource Guru shall provide the Implementation Services commencing from the Effective Date, as set out in the Order Form.

4.2 Resource Guru shall designate a customer support manager to the Customer for the duration of the Subscription, as set out in the Order Form. Resource Guru may change the customer support manager as required.

4.3 As part of the Implementation Services, Resource Guru may provide the Customer with:

   (a) a 60-minute live training session which can be recorded and retained for the Customer’s internal training purposes; and

   (b) access to any other training materials and/or Documentation,

together, the Training.

4.4 The Customer acknowledges and agrees that the Training is accurate, suitable and appropriate at the date at which the Training is provided.

4.5 It is the Customer's responsibility to understand the Platform and the Customer's use of it. The Customer acknowledges and agrees that whilst the Platform is designed for ease of use, and notwithstanding any obligation on Resource Guru to provide Training, it is the Customer's responsibility to ensure that any individuals involved in accessing and using the Platform are appropriately trained in the use of the Platform and understand and are familiar with the Platform and any Training made available to the Customer relating to it.

4.6 Resource Guru will not be liable for any delay or failure in performance of the Services, or inability to use or access the Platform or deterioration in its performance, in whole or part directly or indirectly caused by any act or omission by the Customer or anyone acting on the Customer's behalf (including any failure or delay by the Customer or any third party acting on the Customer's behalf to comply with the Customer's obligations under this agreement, including the provision of assistance or information, or any misuse, incorrect or unauthorised use of the Platform, or failure to use the Platform in accordance with Resource Guru’s instructions), or any failure of the Customer's IT infrastructure or any part of it.

5. The Platform

5.1 In respect of each Subscription, Resource Guru hereby grants to the Customer a personal, non-exclusive, non-transferable, non-sub-licensable, revocable right to permit Users to use the Platform and the Documentation for the Initial Term and each Renewal Term solely for the Customer's business operations within the limits of the Subscription the Customer has purchased.

5.2 Resource Guru shall use commercially reasonable endeavours to make the Platform available in accordance with its SLA.

5.3 The Customer may allow third party sub-contractors and consultants to use the Platform only for the Customer's internal business purposes in accordance with this agreement, provided that the Customer remains responsible for all activities of these third parties and their compliance with the terms of this agreement.

5.4 An Affiliate may use the Platform:

   (a) under an existing Subscription and subject to the following:

      (i) such use is in accordance with this agreement and any usage limitations contained within in it;

      (ii) the Customer shall be liable for each of its Affiliates’ acts, omission and breaches of the agreement, and Resource Guru shall be entitled to recover any Fees payable for use of the Platform by an Affiliate from the Customer directly (unless the parties otherwise agree in an Order Form that the Affiliate is directly responsible for payment); and

      (iii) any claims brought against Resource Guru under or in connection with that Subscription must be brought by the Customer; or

   (b) by purchasing its own Subscription by entering into a separate Order Form, governed by this agreement, and being bound by the terms of this agreement and that Order Form as if the Affiliate is the Customer.

6. Resources

6.1 The Customer’s Subscription entitles the Customer to access and use the number of Resources specified in the applicable Order Form.

6.2 The Customer may, at any time during the term of a Subscription, add Resources directly via the Platform by purchasing a bundle of Resources for the additional fees set out on the Platform and/or in the Order Form (Resource Bundle Fees). Resource Bundle Fees shall be paid using the Payment Method. If there is an inconsistency between the Order Form and the Platform, the Resource Bundle Fees as set out on the Order Form shall prevail, except to the extent that Resource Bundle Fees have been increased pursuant to clause 16.5(b) and the increase is notified via the Platform and/or the updated Fees are displayed on the Platform. The Resources purchased shall be made available to the Customer for immediate use.

6.3 Unless the parties otherwise agree in writing, the number of available Resources in each Renewal Term shall include the additional bundles of Resources previously purchased under that Subscription, and Resource Bundle Fees for each additional bundle purchased shall be payable:

   (a) for the remainder of the then current Initial Term or Renewal Term in which they are purchased, calculated on a pro‑rata basis by reference to the number of additional Resources added and the portion of the then‑current Initial Term or Renewal Term (as applicable) remaining at the time such Resources are added. Such Resource Bundle Fees shall be payable on the first day of the month following the month in which the additional Resources were added; and,

   (b) for each subsequent Renewal Term, at the same time as the Service Fees for each subsequent Renewal Term.

6.4 The number of Resources committed to by the Customer under each Subscription (as set out in the Order Form together with any additional bundles already purchased, and subject to any further bundles subsequently purchased, pursuant to clause 6.2) is fixed for the duration of the then-current Initial Term or Renewal Term (as applicable), and the Customer shall not be entitled to reduce, downgrade, cancel or otherwise decrease the number of Resources purchased during that period. The Fees are payable in full irrespective of the Customer's actual usage, and no refund, credit or reduction in Fees shall be payable in respect of any Resources that are unused, save as expressly provided in this agreement.

7. Support Services

7.1 Resource Guru will, as part of the Services, provide the Customer with standard customer support services as detailed in the SLA.

7.2 Resource Guru shall provide error correction, patches, fixes and updates to the Platform as generally made available to its customers. The cost of the updating service described in this clause is included in the Fees.

7.3 Any support requests or onboarding assistance requested, or requests for further configuration or customisation, which is/are outside the scope of the Subscription will be chargeable at Resources Guru’s then current rates. Any requests for bespoke development will be considered to be out of scope.

7.4 Resource Guru shall have no responsibility to provide support if support issues are deemed by Resource Guru to be the result of misuse or lack of appropriate training by the Customer in the use of Services.

8. AI-powered features

8.1 The Customer acknowledges that certain elements of the Platform may comprise artificial intelligence, machine learning, natural language processing or other algorithmic functionality (AI Features).

8.2 All rights, title, and interest in any data, materials, files, information, or other content uploaded, submitted, or otherwise made available by the Customer or Users for use with the AI Features is owned by the Customer (Content).

8.3 The Customer grants Resource Guru a non-exclusive, sub-licensable, royalty-free, worldwide licence to use, copy, modify, translate, distribute and process the Content for the duration of the agreement to the extent necessary to provide, operate, maintain, support, secure and improve the AI Features and related Services, in each case subject to clause 8.5.

8.4 Resource Guru shall act as a data processor (or equivalent) for any personal data contained within the Content, strictly in accordance with the agreement and any applicable data protection laws.

8.5 Notwithstanding clause 8.3, Resource Guru shall not use any Content containing personal data, or Content in an identifiable form, for the purpose of training, developing, or improving artificial intelligence models or systems.

8.6 Resource Guru has the right to use aggregated, anonymised or de-identified data derived from the Customer’s and Users’ use of the Platform, including Customer Data and Content , for the purposes of maintaining, improving and developing the Services and AI Features, including training and improving AI models.

8.7 The Customer warrants, represents, and undertakes that:

   (a) it has all necessary rights, licences, consents, and authorisations to provide the Content for use in connection with the AI Features;

   (b) the Content and its processing by Resource Guru via the AI Features will not infringe the rights (including Intellectual Property Rights) of any third party, breach any terms agreed with third parties, or violate any applicable laws or regulations; and

   (c) Users and contractors have been adequately informed that the AI Features may process personal data uploaded by them to the system.

8.8 Subject to clause 17, the Customer shall own all rights, title and interest in any data, materials, or other results generated by or through the AI Features based on Content uploaded to them by the Customer, excluding those parts that incorporate, embody or use Resource Guru Background IPR (Output).

8.9 The Customer acknowledges and agrees that:

   (a) It will not attempt to gain unauthorised access to the AI Features, the server on which the AI Features are stored or any server, computer or database connected to the AI Features.

   (b) The AI Features and any Outputs are provided "as is" and may not be accurate, error-free, or free from hallucinations, offensive, inappropriate or otherwise objectionable material. The Customer is solely responsible for its use of the Output and for evaluation of the Output for accuracy, factual correctness and appropriateness for use. Resource Guru does not actively monitor or check the Content or the Output.

   (c) The AI Features may generate similar or equivalent outputs for other customers of Resource Guru, and the Customer agrees that Resource Guru will not be liable in such circumstances.

   (d) Resource Guru does not warrant or represent that the AI Features or any Output will meet the Customer’s specific requirements or achieve any particular result. If the Output relates to a person, the Customer will not use such Output to make any important decisions about that person or decisions which may have a legal or other significant impact on the person.

   (e) The AI Features may provide access to or generate Outputs based on third-party content or tools offered by independent third-party providers. Resource Guru is not responsible for, nor does it have control over, the creation, accuracy, completeness, quality, or suitability of such third-party content or tools. Resource Guru does not warrant or accept any liability for any acts, omissions, or errors of third-party providers or Outputs based on the same, and the Customer agrees that use of, or reliance on, any such third-party content, tools, or benefits made available through the AI Features is entirely at the Customer’s own risk. It is the Customer’s responsibility to assess and ensure the suitability of any third-party arrangements or agreements for the Customer’s purposes.

   (f) Resource Guru reserves the right to remove access to the AI Features and/or terminate this agreement where the Customer makes use of the AI Features in an inappropriate manner or in breach of this agreement.

8.10 The Customer shall use the AI Features in a manner that is ethical, non-discriminatory, and consistent with best industry practices and applicable laws, and must not use the AI Features for:

   (a) any illegal, harmful, or exploitative purpose;

   (b) activities that encourage or facilitate harm or discrimination; or

   (c) any activity that the AI Features are not suitable for or have not been tested on, as directed by Resource Guru.

9. Resource Guru’s obligations

9.1 Resource Guru warrants that it will perform the Services materially in accordance with the Documentation and with reasonable skill and care.

9.2 Resource Guru shall not be liable for any breach of the warranty at clause 9.1 which is caused by use of the Services contrary to Resource Guru’s instructions, or modification or alteration of the Services by any party other than Resource Guru or any party acting under Resource Guru’s authority. If the Services do not conform with the warranty at clause 9.1, Resource Guru will, at its expense, use all reasonable endeavours to correct any such non-conformance promptly, or if reasonably practicable, provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 9.1. Notwithstanding the foregoing, Resource Guru:

   (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

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

9.3 The warranties and representations set out in this agreement are in lieu of all other express or implied (by statute or common law) warranties, representations or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, which are (to the fullest extent permitted by applicable law) excluded from this agreement.

10. Third Party Integrations

10.1 The Platform offers the ability for the Customer to integrate with various third-party products, software and applications, as a part of the Subscription (Third Party Integrations).

10.2 The Customer acknowledges and agrees that:

   (a) the operation of such Third Party Integrations may be dependent on the Customer accepting, agreeing to, and complying with the relevant terms and conditions of the third-party provider of the Third Party Integrations, and Resource Guru shall not have any liability should the Third Party Integrations be unavailable due to the Customer’s failure to accept or comply with such terms and conditions;

   (b) these Third Party Integrations may not operate in a reliable manner at all times, and they may impact the way that the Platform operates, and Resource Guru makes no warranty or representation regarding the performance of such Third Party Integrations;

   (c) Resource Guru is not responsible for any damages or losses suffered or incurred by the Customer due to the use of, operation, or failure of these Third Party Integrations;

   (d) the third-party provider of such Third Party Integrations may at any time remove, disable, or discontinue the Third Party Integrations in question, or the ability to integrate with them, and Resource Guru shall not be liable to the Customer for any resulting unavailability of the Third Party Integration; and

   (e) where the Platform contains links to other sites and resources provided by third parties, these links are provided for the Customer’s information only. Such links should not be interpreted as approval or endorsement by Resource Guru of those linked websites or the information the Customer may obtain from them.

11. Restrictions of use and acceptable use policy

11.1 The Customer is responsible for any User’s breach of this agreement and undertakes that each User shall keep a secure password for their use of the Platform and Documentation, that such password shall be changed regularly, and that each User shall keep their password confidential. To the extent permissible by law, Resource Guru will not be liable for any loss that the Customer, a User or any third party may incur as a result of any misuse of any username or password or any part of the Services, whether with or without the Customer’s knowledge.

11.2 The Customer shall not access, store, distribute or transmit to the Platform during the course of the Customer’s use of it any Virus, or any material that:

   (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

   (b) facilitates illegal activity;

   (c) depicts sexually explicit images;

   (d) promotes violence;

   (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

   (f) causes damage or injury to any person or property,

and Resource Guru reserves the right, without liability to the Customer, to disable the Customer’s access to the Services as a result of a breach of the provisions of this clause.

11.3 Except to the extent expressly permitted under this agreement and to the maximum extent permitted by law, the Customer shall not:

   (a) attempt to:

      (i) copy, reproduce, 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) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform,

   (b) access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation;

   (c) use the Platform and/or Documentation to provide services to third parties, unless otherwise agreed with Resource Guru in writing, or offer any part of the Services for sale or distribution over any other medium; or

   (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to anyone except the Users.

12. Customer’s obligations

12.1 The Customer shall:

   (a) perform its obligations under this agreement in a timely and efficient manner, and provide Resource Guru with all necessary and timely co-operation in relation to this agreement, including all necessary access to such Customer Data and information as may be required by Resource Guru in order to render the Services;

   (b) comply with all applicable laws and regulations with respect to its activities under this agreement and in its use of the Services;

   (c) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet; and

   (d) without prejudice to Resource Guru’s security obligations, operate best practice and ensure appropriate security precautions are taken in connection with its use of the Platform, including operating firewalls and virus checks.

12.2 The Customer must (and must procure that the Users):

   (a) ensure that any content uploaded by the Customer to the Platform is to the best of its knowledge, true, accurate, current and complete and ensure that it maintains and promptly updates this information if it changes;

   (b) not infringe Resource Guru’s Intellectual Property Rights or those of any third party in relation to its use of the Platform; and

   (c) not use the Platform in a way that could damage, disable, overburden, impair or compromise Resource Guru’s systems or security or interfere with other users.

13. Back-up Data

13.1 Resource Guru shall take back-ups of the Customer Data and any other data held by Resource Guru within the Platform on the Customer’s behalf (together the Back-up Data) in accordance with its back-up policy. Where:

   (a) Resource Guru has caused any corruption or loss of the Back-up Data through a breach of this agreement, the Customer's sole remedy shall be for Resource Guru to restore the latest back-up it has taken of the Back-up Data; and

   (b) where the Customer has caused any corruption or loss of the Back-up Data, Resource Guru may assist the Customer in restoring the Back-up Data from any back-up it has taken, however Resource Guru shall be under no obligation to do so. The Customer is encouraged to keep a separate copy of the Back-up Data.

13.2 Resource Guru shall implement effective and appropriate data security in respect to the provision of Services (including operating firewalls and virus checks).

13.3 The Customer acknowledges and agrees that Resource Guru shall be entitled to collect and analyse anonymised data and information about the provision, use, and performance of the Platform and related offerings based on the Customer’s use of the Platform (Usage Data), and may use such Usage Data to maintain, improve, and enhance the Platform and Services without restriction or obligation. Resource Guru shall own all Intellectual Property Rights in such Usage Data.

14. Data protection

14.1 In this clause 14, Data Controller, Data Processor, Data Subject and Personal Data have the meanings as defined in the Applicable Data Protection Laws.

14.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations under the Applicable Data Protection Laws.

14.3 Without prejudice to the generality of clause 14.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to Resource Guru and lawful collection of the same by Resource Guru for the duration and purposes of this agreement.

14.4 The parties acknowledge that for the purposes of the Applicable Data Protection Laws, the Customer is the Data Controller and Resource Guru is the Data Processor. The following table sets out the scope, nature and purpose of processing by Resource Guru, the duration of the processing and the types of Personal Data and categories of Data Subject:

Data Processing Details

Field	Details
Subject-matter	The processing of Personal Data arising from the provision and operation of the Platform and Services under this agreement.
Nature and purpose	The Personal Data will be processed for the purpose of enabling the use of the Platform and Services under this agreement.
Duration	The duration of this agreement, or as otherwise required by applicable law.
Types of Personal Data	Names, contact details including email addresses, job titles, employer details, usage/activity data, and any other Personal Data submitted through or generated by use of the Platform.
Categories of Data Subject	Employees, workers, contractors, and Users authorised by the Customer and its Affiliates, including administrative and account users.

14.5 Without prejudice to the generality of clause 14.2, Resource Guru shall, in relation to any Personal Data processed in connection with the performance by Resource Guru of its obligations under this agreement:

   (a) process that Personal Data only on the written instructions of the Customer, including this agreement, unless Resource Guru is required by Applicable Data Protection Laws to otherwise process that Personal Data. Where Resource Guru is relying on Applicable Data Protection Laws as the basis for processing Personal Data, Resource Guru shall promptly notify the Customer of this before performing the processing required by Applicable Data Protection Laws unless the Applicable Data Protection Laws prohibits Resource Guru from so notifying the Customer;

   (b) ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

   (c) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

   (d) not transfer any Personal Data outside the jurisdictions set out in the list of current subprocessors (pursuant to clause 14.6(a)), or the United Kingdom or the EEA unless the following conditions are fulfilled:

      (i) the Customer or Resource Guru has provided appropriate safeguards in relation to the transfer;

      (ii) the Data Subject has enforceable rights and effective legal remedies;

      (iii) Resource Guru complies with its obligations under the Applicable Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and

      (iv) Resource Guru complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

   (e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

   (f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

   (g) at the written request of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Protection Laws to store the Personal Data;

   (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and allow for reasonable remote audits by the Customer or Customer’s designated auditor (provided Customer provides Resource Guru with at least 45 days’ prior written notice of any such audit and carries out no more than one such audit every 12 months). The Customer shall bear the costs and expenses of any such audit unless the audit reveals a material breach by Resource Guru, in which case Resource Guru shall reimburse the Customer, on demand, for all the Customer’s reasonable costs incurred in the course of the audit; and

   (i) inform the Customer if, in the opinion of Resource Guru, the instructions of the Customer infringe Applicable Data Protection Laws.

14.6 The Customer hereby provides its prior, general authorisation for Resource Guru to appoint subprocessors to process Personal Data (including Customer Data), provided that Resource Guru:

   (a) maintains an up-to-date list of current subprocessors engaged in the processing of Personal Data for the purposes of this agreement, which is made available to the Customer at https://trust.resourceguruapp.com (where the Customer can subscribe to a mailing list to receive regular updates regarding subprocessors);

   (b) shall ensure that the terms on which it appoints such subprocessors comply with Applicable Data Protection Laws;

   (c) shall remain responsible for the acts and omission of any such subprocessor as if they were the acts and omissions of Resource Guru; and

   (d) shall update its list of subprocessors at least 30 days’ prior to any intended changes concerning the addition or replacement of subprocessors. The Customer shall have 14 days from receipt of such notice to object to the proposed change. If the Customer objects to the change and can demonstrate, to Resource Guru’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Laws, the parties shall work together in good faith to find a mutually acceptable solution. If no solution is reached before the addition or replacement of the subprocessor takes effect, the Customer shall be entitled to terminate this agreement by serving written notice to Resource Guru prior to the effective date of the change.

14.7 Resource Guru may, at any time on not less than 30 days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

15. Suspension

15.1 Resource Guru shall be entitled to suspend access to the Platform if:

   (a) Resource Guru reasonably believes that the Platform is being used in breach of the agreement, or the Customer is engaging in any activity which is damaging or potentially damaging to Resource Guru’s business or other users;

   (b) the Customer does not co-operate with Resource Guru’s reasonable investigation of any suspected violation of the agreement;

   (c) there is an attack on the Platform or the Platform is accessed by or manipulated by a third party without Resource Guru's knowledge (in such circumstances Resource Guru shall be entitled to suspend access to the Platform immediately to protect the integrity and security of the Platform, the data held on the Platform, and its users, but Resource Guru will notify the Customer as soon as practicable of any such suspension); and/or

   (d) Resource Guru is required by law to suspend access to the Platform (in such circumstances Resource Guru shall be entitled to suspend access to the Platform immediately without prior notice, but will notify the Customer of the suspension and the reasons for it as soon as legally permissible),

and, Resource Guru shall have no liability where it suspends under clause 15.1(a), 15.1(b) and/or 15.1(d) (and in the case of 15.1(d) only where suspension occurs due to circumstances unique to the Customer and not applicable generally to Resource Guru or the Platform).

15.2 Unless immediate suspension is required under clauses 15.1(c) and/or 15.1(d), Resource Guru will provide the Customer with reasonable prior notice of any intended suspension and provide an opportunity to remedy any breach within a specified timeframe appropriate to the nature of the breach.

15.3 Resource Guru shall be entitled to suspend the Services on 14 days’ advance notice if there is another event not detailed in clause 15.1 for which Resource Guru reasonably believes that suspension of the Services is necessary to protect its or any other party’s network, system, the Platform or other clients.

15.4 Following a suspension of access to the Platform under this agreement, Resource Guru will promptly restore the Customer’s access to the Platform once the cause of the suspension has been resolved to Resource Guru’s reasonable satisfaction. The timeline for restoration will depend on the nature of the issue but will occur without undue delay.

15.5 For the avoidance of doubt, any suspension of Services, unless caused directly by a breach by Resource Guru of this agreement, shall not suspend the Customer’s obligation to pay any Fees. However, if the suspension is due to reasons beyond the Customer’s control or due to a Force Majeure Event (as defined in clause 23), Resource Guru shall work with the Customer to resolve the issue promptly and discuss appropriate adjustments to the Fees, if applicable.

16. Fees and payment

16.1 The Customer shall pay the Fees to Resource Guru in accordance with this clause 16. Service Fees are payable annually in advance as set out in the Order Form. Payment shall be made by the payment method agreed in the Order Form, which may include without limitation payment by invoice or authorised payment card, or such other method as Resource Guru may permit from time to time (Payment Method).

16.2 Resource Guru shall be entitled to collect payment for the Fees using the Payment Method agreed in the Order Form, and the Customer hereby irrevocably authorises Resource Guru to charge or debit such Payment Method, as applicable, for all Fees as they fall due, including as follows:

   (a) Resource Guru shall be entitled to collect payment using the Payment Method at any time on or after the Effective Date for the Initial Term for the Service Fees, and, in respect of each Renewal Term, on or after the date falling 30 days prior to the relevant Renewal Term for the Fees;

   (b) Resource Guru shall be entitled to collect payment using the Payment Method for any Resource Bundle Fees payable in accordance with clause 6; and

   (c) where the relevant Payment Method is payment by invoice, Resource Guru shall be entitled to raise invoices for the Fees at any time in accordance with the Order Form and the Customer shall make payment within 30 days after the date of such invoice.

16.3 Unless the Customer gives notice to terminate a Subscription under clause 2.4, the Customer will be liable to pay the Fees for the next applicable Renewal Term.

16.4 If Resource Guru has not received payment of the Fees by the due date, and without prejudice to any other rights and remedies of Resource Guru:

   (a) if a payment to be taken via the Payment Method fails, either the Subscription will not commence or renew (as applicable), or the additional Resources will not be added to the Customer’s Subscription, and the Customer authorises Resource Guru to continue attempting to bill such Payment Method for the relevant Fees until payment is successful (without prejudice to Resource Guru’s other rights and remedies);

   (b) without prejudice to Resource Guru’s rights under clause 16.4(a), Resource Guru shall be entitled, on 7 days’ prior written notice, without liability to the Customer and in Resource Guru’s sole and absolute discretion, to suspend the Customer’s right to use the Services, disable the Customer’s and any User password, account and access to all or part of the Services and Resource Guru shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

   (c) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

16.5 Resource Guru shall be entitled to increase:

   (a) the Service Fees payable in respect of each Subscription at the start of each Renewal Term, on 60 days' prior written notice to the Customer. In the event that the Customer does not agree to such increase, the Customer may terminate the Subscription by giving notice in accordance with clause 2.4, effective at the end of the then-current Initial Term or Renewal Term (as applicable). In the event that the Customer does not notify Resource Guru that the Customer objects to any increase, the Renewal Term shall be extended and the Fees shall be increased accordingly; and

   (b) the Resource Bundle Fees by giving the Customer at least 30 days’ prior written notice (except that, Resource Bundle Fees for additional resource bundles already purchased at the date of the increase will only increase at the start of the next Renewal Term).

17. Proprietary rights

17.1 The Customer acknowledges and agrees that:

   (a) Resource Guru and/or its licensors are the sole and exclusive owners of all Intellectual Property Rights and other proprietary rights in the Platform, Services and the Documentation, including any updates, modifications, or customisations (whether or not suggested or requested by the Customer); and

   (b) excluding Customer Data, any configuration or customisation made by Resource Guru to the Platform (and any bespoke development by Resource Guru in respect of the Platform) in the course of implementing the Platform for the Customer, delivering the Platform to the Customer, and providing any professional services, and any product or output of the same, shall at all times be owned by Resource Guru (and any Intellectual Property Rights in the same shall be owned by Resource Guru).

17.2 Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, Intellectual Property Rights, or any other rights or licenses in respect of the Platform, Services or the Documentation.

17.3 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer’s Data.

17.4 The Customer grants to Resource Guru the right for the term of this agreement to use the Customer Data solely for the purposes of providing the Services.

18. Confidentiality

18.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

   (a) is or becomes publicly known other than through any act or omission of the receiving party;

   (b) was in the other party's lawful possession before the disclosure;

   (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

   (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

   (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.

18.2 Subject to clause 18.3, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

18.3 A party may disclose the other party's Confidential Information to those of its representatives (and in Resource Guru’s case this includes its contractors and subprocessors) who need to know such Confidential Information for the purpose of exercising its rights and obligations under this agreement, provided that: (a) it informs such representatives of the confidential nature of the Confidential Information before disclosure; and (b) at all times, such representatives have an appropriate binding confidentiality agreement in place with the disclosing party (no less onerous than this clause) and it is responsible for such representatives' compliance with the confidentiality obligations set out in this clause.

18.4 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, contractors or agents in violation of the terms of this agreement.

18.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such party has taken reasonable steps to protect, and avoid the loss, destruction, alteration or disclosure of, such Confidential Information.

18.6 The Customer acknowledges that details of the Services, and the results of any performance, security, penetration, vulnerability or other logical, analytical, data or information gathering tests carried out in respect of the Platform, constitute Resource Guru's Confidential Information.

18.7 This clause 18 shall survive termination of this agreement, however arising.

19. Indemnity

19.1 Except to the extent directly caused by Resource Guru’s breach of this agreement or negligence, the Customer shall defend, indemnify and hold harmless Resource Guru, its affiliates, officers, directors, employees, and subcontractors from and against any claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

   (a) any misuse or unauthorised use of the Platform and/or Documentation by the Customer, any User or Affiliate;

   (b) any use made by Resource Guru in accordance with this agreement of any Customer Data provided to it by the Customer; and

   (c) any actual or alleged claim that Customer Data provided to Resource Guru by the Customer infringe third party Intellectual Property Rights.

19.2 Resource Guru shall defend the Customer against any claim that the Platform infringes any patent effective as of the Effective Date, copyright, trade mark, or right of confidentiality and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, subject to the following:

   (a) the Customer promptly notifying Resource Guru in writing of the claim;

   (b) the Customer mitigating its loss where possible;

   (c) promptly upon request, Resource Guru being given control of the claim (and any settlement thereof) subject to the indemnity (at Resource Guru’s expense). Resource Guru agrees not to make any admissions on behalf of the Customer or settle the claim on terms that commit the Customer to any obligations or restrictions without the Customer’s prior written consent (such consent not to be unreasonably withheld of delayed);

   (d) the Customer not prejudicing Resource Guru’s defence of such claim; and

   (e) the Customer giving Resource Guru all reasonable assistance, information, and authority reasonably required for the defence and settlement of the claim (at no expense to the Customer).

19.3 In defence or settlement of any claim covered by clause 19.2, Resource Guru may procure the right for the Customer to continue using the Platform, replace or modify the affected parts of the Platform so that they become non-infringing or, if such remedies are not reasonably available, and Resource Guru is unable, after best efforts, to procure for the Customer the right to continue using the Platform or to provide equivalent functionality, terminate any affected Subscription and if applicable this agreement on 14 days’ notice without further liability to the Customer.

19.4 In no event shall Resource Guru, its employees, agents and sub-contractors be liable to the Customer under the indemnity in clause 19.2 to the extent that the alleged infringement is based on:

   (a) a modification of the Platform by anyone other than Resource Guru or a party acting under its control;

   (b) the Customer's use of the Platform in a manner contrary to the written instructions given to the Customer by Resource Guru;

   (c) the Customer's use of the Platform after notice of the alleged or actual infringement from Resource Guru or any appropriate authority; or

   (d) any Customer Data.

19.5 The foregoing states each party’s sole and exclusive rights and remedies, and each party’s (including that party’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

20. Limitation of liability

20.1 Except as expressly and specifically provided in this agreement: (a) the Customer assumes sole responsibility for the Customer Data and Content provided or transferred by it to the Platform or Resource Guru; and (b) the Services and the Documentation are provided to the Customer on an "as is" basis.

20.2 Nothing in this agreement excludes or limits the liability of:

   (a) either party:

      (i) for death or personal injury caused by negligence;

      (ii) for fraud or fraudulent misrepresentation; or

      (iii) for infringing the other party’s Intellectual Property Rights,

   (b) the Customer for any breach of clause 16.

20.3 Subject to clause 20.2:

   (a) to the maximum extent permitted by law, neither party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of data, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this agreement, even if the party has been advised of the possibility thereof;

   (b) in respect of each Subscription, each party’s total aggregate liability, whether in contract (including under any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement in respect of that Subscription in any 12-month period starting on the date of signature of the Order Form or any anniversary of it (each a Subscription Year), shall be limited to the total amount of Fees paid by the Customer to Resource Guru during that Subscription Year; and

   (c) except where liability relates to a specific Subscription under clause 20.3(b), each party's total aggregate liability, whether in contract (including under any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement in any 12-month period starting on the Effective Date or any anniversary of it (Agreement Year), shall be limited to 100% of the total amount of Fees paid by the Customer to Resource Guru during that Agreement Year. As the Fees for the service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.

20.4 Under no circumstances shall Resource Guru be responsible or liable for:

   (a) any inaccuracy, error or delay in, or omission of any Customer Data, Content, or other data or information entered into the Platform by the Customer or any third party, or provided by the Customer to Resource Guru in order for Resource Guru to implement the Platform;

   (b) any error or delay in the transmission of such data or information;

   (c) any interruption in any such data or information;

   (d) the Customer's reliance on any Customer Data, Content, or other data or information generated by the Platform; or

   (e) any loss or corruption of Customer Data or Content, except to the extent set out in clause 13.1.

21. Term and termination

21.1 Without affecting any other rights that it may be entitled to, either party shall be entitled to terminate a Subscription by written notice without liability to the other if:

   (a) the other party commits a material breach of any of the terms of this agreement in respect to that Subscription or Order Form and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

   (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business, or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

21.2 Without affecting any other rights that it may be entitled to, Resource Guru shall be entitled to terminate a Subscription (or any active Order Form prior to the Subscription starting) if:

   (a) payment of any Fees or other invoiced amount (except to the extent such invoice is disputed in good faith) is overdue and following suspension of access by Resource Guru under clause 16.4, the Customer does not pay the overdue amount within 10 Business Days of a further written notice from Resource Guru;

   (b) the Customer undergoes a Change of Control (where “Change of Control” has the meaning given in section 1124 of the Corporation Tax Act 2010): and

      (i) the acquiring person or entity is a direct competitor of Resource Guru; or

      (ii) Resource Guru reasonably determines that continuation of the Subscription would create a material legal, regulatory, sanctions, compliance, security, or reputational risk to Resource Guru, the Platform, or its other customers; or

   (c) the Customer breaches clause 11.

21.3 On termination of a Subscription for any reason:

   (a) Resource Guru shall be entitled to terminate the Customer’s access to the Platform granted under that Subscription at any time on or after the date of termination;

   (b) Resource Guru shall cease providing any other Services under that Subscription;

   (c) Resource Guru shall make the Customer Data relating to that Subscription in its possession available for download and extraction by the Customer in Resource Guru’s standard format for 30 days following termination of the Subscription, following which the Customer’s access to such Customer Data shall cease. Resource Guru shall have no liability for any failure by the Customer to retrieve such Customer Data prior to its access to the same ceasing;

   (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;

   (e) the provisions of clauses 13, 14 and 16 through 26 shall survive any termination or expiration of this agreement in accordance with their terms; and

   (f) any Fees outstanding at the date of termination shall continue to be payable, and Resource Guru shall be entitled to invoice for any Fees incurred but not yet invoiced for (which shall be payable in accordance with this agreement).

21.4 Termination of an individual Subscription shall not automatically terminate the agreement. Any other Subscriptions (and any applicable Order Forms) and the rest of the agreement shall otherwise remain in full force and effect. Where Resource Guru has the right to terminate any Subscription under clauses 21.1 or 21.2, it shall also be entitled to terminate any other active Subscription.

21.5 The parties may, following termination, agree a 30-day transition period for Services to continue, subject to the payment of an agreed fee in advance to Resource Guru.

21.6 If this agreement is terminated prior to the end of the Initial Term or any Renewal Term other than by the Customer for material breach by Resource Guru, all Fees payable up to the end of the Initial Term or any Renewal Term and all other fees due and payable to Resource Guru under this agreement shall be immediately due and payable to Resource Guru.

22. Marketing

22.1 Resource Guru may use the Customer's current name, trade marks, and logo(s) (Brand Assets) only for the following purposes and always subject to the Customer's brand guidelines as provided to Resource Guru from time to time:

   (a) displaying the Customer's logo and/or name on Resource Guru’s website and in sales or marketing materials for the purpose of identifying the Customer as a customer;

   (b) referring to the Customer as a customer in Resource Guru’s communications with prospective customers, partners and investors;

   (c) preparing and publishing case studies relating to the Customer's use of Resource Guru’s Services or the Platform;

   (d) producing and publishing client testimonials, endorsements or quotes provided by the Customer; and

   (e) co-presenting with the Customer at events such as conferences, webinars, or industry panels, where participation is mutually agreed in advance.

22.2 Resource Guru must obtain the Customer's prior written approval (not to be unreasonably withheld or delayed) before:

   (a) publication of case studies, testimonials, endorsements, or customer quotes featuring the Customer's Brand Assets;

   (b) any use of the Customer's Brand Assets in relation to co-presenting at an event.

22.3 Generic use of the Customer's logo and/or name under clauses 22.1(a) and 22.1(b) above does not require separate approval, provided Resource Guru complies with the Customer's brand guidelines.

23. Force majeure

Resource Guru shall have no liability to the Customer under this agreement if it or its subcontractor is prevented from or delayed in performing its obligations under this agreement by acts, events, omissions, or accidents beyond its reasonable control, including, without limitation, strikes or other industrial disputes, internet or other telecommunications failures, denial of service attacks, compliance with any law or governmental order, rule, regulation, or direction, fire, flood, storm, pandemic, or other outbreak of disease (each a Force Majeure Event) affecting Resource Guru or its subcontractors. In the event of a Force Majeure Event, Resource Guru shall notify the Customer as soon as reasonably practicable, providing details of the Force Majeure Event and its expected duration and use commercially reasonable efforts to minimise the impact of the Force Majeure Event, including seeking alternative solutions where commercially reasonable, to fulfil its obligations under this agreement. If the Force Majeure Event persists for more than 4 weeks, either party may immediately terminate the agreement upon written notice to the other party, without liability, except for any accrued rights and obligations up to the date of termination.

24. General

24.1 Compliance with laws. In performing its obligations under the agreement, each party shall comply with all applicable laws, statutes, regulations and codes from time to time in force, including but not limited to (a) all applicable anti‑bribery and anti‑corruption laws, including the Bribery Act 2010; (b) all applicable modern slavery and human trafficking laws, including the Modern Slavery Act 2015; (c) all applicable economic sanctions, trade control and export control laws and regulations; and (d) all applicable laws relating to environmental, social and governance matters, to the extent relevant to the performance of this agreement.

24.2 Variation. No variation or modification of this agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

24.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

24.4 Rights and remedies. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24.5 Severance. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

24.6 Entire agreement. This agreement, and any Order Forms entered into under it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each party acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

24.7 Assignment. The Customer shall not, without the prior written consent of Resource Guru, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Customer's rights or obligations under this agreement. Resource Guru may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

24.8 Relationship between the parties. Except as otherwise set out in this agreement, nothing in this agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.9 Third party rights. Except as otherwise provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

24.10 Counterparts. This agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement.

24.11 Feedback. If the Customer or any User provides any suggestions, ideas, feedback, recommendations or other comments to Resource Guru regarding the Platform or the Services (Feedback), the Customer agrees that Resource Guru may freely use, disclose, reproduce, licence, distribute and otherwise exploit such Feedback for any purpose whatsoever, including but not limited to the development, improvement or operation of the Platform or the Services without restriction and without any obligation to the Customer. Nothing in this clause shall operate to transfer ownership of the Customer’s Intellectual Property Rights in the Customer Data.

25. Notices

Any notice required to be given under this agreement shall be in writing and shall be delivered by email. Where notice is given to Resource Guru it shall be sent to happytohelp@resourceguruapp.com as updated in writing by Resource Guru from time to time, and where notice is given to the Customer, it may be sent to the contact email address provided by the Customer on the first Order Form entered into. A notice sent by e-mail shall be deemed to have been received at 9am on the first day following delivery.

26. Governing law and jurisdiction

26.1 Governing law. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.

26.2 Jurisdiction. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

26.3 Notwithstanding the foregoing, Resource Guru reserves the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this agreement from any court of competent jurisdiction.

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1 – Service Level Agreement

1. Maintenance and updates

Resource Guru shall be entitled to update, maintain and improve the Platform as it considers necessary or appropriate at any time. This includes applying patches, fixes, updates and upgrades, which may be applied automatically without prior notice to the Customer.

2. Maintenance events

2.1 Where maintenance of the hosting equipment, facility, software or other aspects of the Platform requires material interruption or downtime to the Platform (Maintenance Event), Resource Guru shall carry out such maintenance outside the hours of 9am to 5pm (GMT) (Normal Business Hours) and shall use reasonable endeavours to give the Customer prior notice of any planned Maintenance Event. Resource Guru shall at all times use all reasonable endeavours to keep any service interruptions to a minimum.

2.2 Any Maintenance Events that occur during Normal Business Hours, and which were not requested or caused by the Customer (and that were not otherwise due to an Exclusion), shall be considered downtime for the purpose of the Uptime Guarantee (as defined below) availability calculation.

3. Emergency maintenance

Resource Guru may carry out emergency maintenance to the Platform at any time where Resource Guru considers this necessary. No prior notice is required for emergency maintenance, but Resource Guru shall use reasonable endeavours to provide the Customer with as much advance notice as is reasonably practicable in the circumstances.

4. Support requests

4.1 The Customer may submit support requests to Resource Guru by emailing happytohelp@resourceguruapp.com or telephoning tel: +18889830374 (USA) or tel: +442038085473 (UK) (or otherwise through the communication channels provided for the purpose by Resource Guru from time to time).

4.2 Resource Guru shall use all reasonable commercial endeavours to respond to and resolve support requests within the timeframes set out in the table at paragraph 4.3, according to the applicable priority level.

4.3 Resource Guru shall determine the priority of any incident reported via a support request, using one of following priorities:

Priority	Description	Response time	Target resolution time
Priority 1	The entire Platform is "down" and inaccessible. Priority 1 incidents should be reported by telephone to ensure the fastest possible response. The Customer may also report such incidents via email or other support channels as may be provided by Resource Guru from time to time.	Within 2 Normal Business Hours of receipt of the support request.	Within 6 Normal Business Hours of Resource Guru’s initial response. Continuous effort after initial response and with Customer co-operation.
Priority 2	Operation of the Platform is severely degraded, or major components of the Platform are not operational and work cannot reasonably continue. Priority 2 incidents should be reported by telephone to ensure the fastest possible response. The Customer may also report such incidents via email or other support channels as may be provided by Resource Guru from time to time.	Within 4 Normal Business Hours of receipt of the support request.	Within 2 Business Days after initial response.
Priority 3	Certain non-essential features of the Platform are impaired while most major components of the Platform remain functional.	Within 12 Normal Business Hours of receipt of the support request.	Within 7 Business Days after initial response.
Priority 4	Errors that are non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Platform.	Within 24 Normal Business Hours of receipt of the support request.	10 Business Days after initial response to release with a fix.

4.4 If no progress has been made on a Priority 1 or Priority 2 incident within the relevant target resolution time specified in the table set out in paragraph 4.3, the incident shall be escalated to Resource Guru’s Chief Technology Officer. If the incident is not resolved, the incident shall be escalated to Resource Guru’s Chief Executive Officer.

4.5 Resource Guru shall not be in breach of the response or target resolution times set out in the table at paragraph 4.3 where a failure to meet the response or target resolution times is caused by an Exclusion.

5. Service availability

5.1 Resource Guru shall provide at least a 99.8% monthly uptime availability level for the Platform (Uptime Guarantee). Availability refers to the Platform being accessible for use and includes the functioning of all network infrastructure operated by Resource Guru only, and excludes the Exclusions (as defined below). For the avoidance of doubt, any downtime caused by an Exclusion will not count as downtime or unavailability for the purposes of calculating availability for the Uptime Guarantee.

5.2 The Uptime Guarantee does not apply during any period in which the Customer is in breach of this Agreement.

6. Availability measurement

The availability measurement shall be carried out by Resource Guru and is based on the monthly average percentage availability, calculated at the end of each calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month (minus any downtime caused by the Exclusions). Resource Guru shall keep and shall send to the Customer, on request, a history of monthly uptime.

7. Remedies

7.1 In the event that Resource Guru fails to meet the Uptime Guarantee, it will grant Customer a service credit (Service Credit) as per the table below, subject to paragraph 7.6.

Uptime levels per calendar month	Service Credit, as percentage of monthly-equivalent annual fee
Equal to or higher than 99.8%	0%
Between 98% and 99.79%	5%
Between 95% and 97.99%	10%
Less than 95%	20%

7.2 The Service Credit will be calculated based on the monthly pro-rated portion of the Customer’s Subscription Fees as set out in the Order Form. The applicable Service Credit will be:

   (a) applied as a discount towards the Customer’s next renewal invoice; or

   (b) forfeited if no renewal occurs.

7.3 In no event shall the total amount of Service Credits in any Subscription Year period exceed 100% of the Customer’s annual Subscription Fees during the relevant Subscription Year, as set out in the Order Form.

7.4 Service Credits may not be transferred or applied in any other way or to any other party. The Customer’s sole and exclusive remedy for any downtime is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

7.5 To receive a Service Credit, the Customer must submit a request by notifying Resource Guru in writing. To be eligible, the request must (i) include the dates and times of each instance of downtime that the Customer claims to have experienced; (ii) include reasonable supporting information corroborating the claimed downtime, such as timestamps, screenshots, browser error messages, monitoring data, or request logs where available; and (iii) be received by Resource Guru within 15 Business Days of the last reported instance of downtime in the request.

7.6 For any issues affecting the Platform that are caused by the Customer’s own systems or architectural changes, such as transitions between internal tools, integrations or third-party providers, Resource Guru may, at its discretion, assist Customer in addressing such issues. However, the Customer acknowledges that such matters fall outside the scope of Resource Guru’s standard support obligations and may be treated as an additional service level subject to separate fees, and subject to clause 7.3 of the agreement.

8. Exclusions

Resource Guru shall not be responsible or liable to the Customer in any way for any issues, incidents, defects and/or downtime caused by:

   (a) the Customer’s IT infrastructure or the functioning of network infrastructure under the Customer’s control;

   (b) the act and omissions of the Customer or its Users (including its Affiliates) (including without limitation any improper use, misuse or unauthorised alteration of the Platform, or any use of the Platform in a manner inconsistent with the Documentation);

   (c) any third party that is not a sub-contractor of Resource Guru;

   (d) subject to paragraph 2.2, Maintenance Events; and/or

   (e) any Force Majeure Event,

the Exclusions.