Terms of Use

These terms govern the provision of Services (as defined below) by Resource Guru Limited, a company incorporated and registered in England and Wales, with company number 07622607 (Resource Guru) to the legal entity whose details are set out on the order confirmation page referencing these terms (Customer).

The details of the Subscription, including the Fees, Subscription Plan (all as defined below) and the term of the Subscription, shall be as set out on an ordering document or online order confirmation page (Order). These terms and the Order shall together constitute the agreement between the parties and take effect upon the Customer clicking "Subscribe", or any equivalent confirmation mechanism presented at the point at which the Order is submitted, or upon the Customer commencing a Free Trial (if a Free Trial is offered to it) (Effective Date), by which the Customer confirms that it has read, understood, and agrees to be bound by the terms of this agreement.

Where any conflict arises between the terms of this agreement and the Order, the terms of the Order shall prevail.

AGREED TERMS

1. Definitions

1.1 The definitions in this clause apply in this agreement.

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 fees set out in the Order.

Free Trial: a time-limited period during which Resource Guru permits the Customer to access and use the Platform and Services without charge, as notified by Resource Guru.

Initial Term: the initial term for the Subscription being a period of either one (1) month for a Monthly Subscription or twelve (12) months for an Annual Subscription, or as otherwise set out in the relevant Order.

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.

Platform: the website located at https://resourceguruapp.com/ through which the Customer can access the Services pursuant to a Subscription, as described in the relevant Order.

Renewal Term: in respect of a Subscription, a period of one (1) month for a Monthly Subscription or a period of twelve (12) months for an Annual Subscription (unless otherwise agreed in an Order).

Services: means the provision of access to the Platform by way of a Subscription.

Subscription Entitlement: means the quantity and type of access, capacity or other commercial entitlement purchased by the Customer under the applicable Order.

Subscription Plan: means the relevant tier of Subscription purchased by the Customer entitling the Customer to the features and functionality included with that tier of Subscription.

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

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) authorized by the Customer to access and use the Platform and the Services under the Subscription.

1.2 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.

2. Free Trials

2.1 Resource Guru may, in its sole discretion, offer the Customer a Free Trial of the Platform and Services for a period determined by Resource Guru and communicated to the Customer at the time the Free Trial is made available.

2.2 These terms shall apply to the Customer's use of the Platform and Services during the Free Trial, except that:

   (a) the Customer’s use of the Platform for the Free Trial shall not form part of a Subscription for the purposes of these terms, but the provisions of these terms which, by their nature and context, are capable of applying to the Customer's use of the Platform during the Free Trial shall apply (and references to the Subscription shall be read as referring to the Free Trial), and Resource Guru shall be entitled to impose usage limitations on the Customer’s use of the Platform during the Free Trial;

   (b) no Fees shall be payable during the Free Trial unless otherwise expressly stated by Resource Guru; and

   (c) any provisions relating to payment, renewal and billing of a Subscription, and any warranties, representations, or indemnities from Resource Guru of any kind shall not apply and shall apply only if and when the Customer purchases a paid Subscription.

2.3 At any time during the Free Trial, Resource Guru shall be entitled to suspend, modify, withdraw or terminate a Free Trial for any reason with immediate effect, with or without notice to the customer. Resource Guru shall have no liability arising from the withdrawal, suspension, modification or termination of a Free Trial.

2.4 Unless the Customer purchases a paid Subscription before the end of the Free Trial, Resource Guru shall be entitled to suspend or terminate the Customer's access to the Platform and Services immediately upon expiry of the Free Trial.

2.5 Unless otherwise agreed in writing, where the Customer purchases a paid Subscription during the Free Trial or upon expiry of the Free Trial, the Initial Term shall commence on the day immediately following the expiry of the Free Trial, subject to the payment of any applicable Fees.

Notwithstanding any other provision of this agreement, and to the fullest extent permitted by law:

   (a) the Platform and Services are provided during the Free Trial on an "as is" and "as available" basis, without warranties, representations, or conditions of any kind, whether express or implied (including any implied terms as to satisfactory quality, fitness for purpose or reasonable skill and care), all of which are excluded;

   (b) Resource Guru shall have no liability to the Customer or any User, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, arising out of or in connection with the Free Trial, or the Customer's or any User's use of, or inability to use, the Platform and Services during the Free Trial, including any loss of or damage to Customer Data; and

   (c) clause 19.2 (liability that cannot be excluded) continues to apply, and if and to the extent the exclusion in clause 2.6(b) is held to be unenforceable, Resource Guru's total aggregate liability arising in connection with the Free Trial shall not exceed £100.

3. Structure and term of this agreement

This agreement shall commence on the Effective Date, following which Resource Guru shall begin providing the Services for any applicable Free Trial, following which the Customer’s Subscription shall commence 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) the Customer notifies Resource Guru of termination, directly via the Platform, at least 30 days (or in respect of Monthly Subscriptions notice can be provided at any during the then-current Initial Term or Renewal Term) 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) Resource Guru notifies the Customer of termination, in writing, at least 30 days (or in respect of Monthly Subscriptions notice can be provided at any during the then-current Initial Term or Renewal Term) 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

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

4. The Platform and Services

4.1 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 any applicable Free Trial, the Initial Term and each Renewal Term solely for the Customer's business operations within the limits of the Subscription the Customer has purchased.

4.2 Resource Guru shall use commercially reasonable endeavours to make the Platform available at all times during standard business hours, subject to any scheduled maintenance as notified to the Customer via the Platform and/or via email.

4.3 Resource Guru may, at any time and in its sole discretion, modify, update, enhance, replace, suspend, discontinue, or otherwise change any aspect of the Services, including their functionality, features, architecture, user interface, integrations, technologies, or methods of delivery. Resource Guru shall have no obligation to provide prior notice of any such changes, and no such change shall give rise to any right of the Customer to terminate this Agreement, receive a refund, or obtain any other remedy or compensation.

5. Subscription Plans

5.1 The Customer may modify its Subscription through the Platform, including changes to its purchased Subscription Entitlement, Subscription Plan and any other options made available by Resource Guru, and:

   (a) the Customer shall pay all additional Fees resulting from any such changes and Resource Guru shall be entitled to charge the Customer’s Payment Method for such additional Fees as specified in the Order in accordance with clause 14 (Fees and payment);

   (b) where the Fees payable by the Customer are to be amended in respect of Subscription Entitlement or Subscription Plan downgrades, Resource Guru shall credit the Customer’s account on the Platform as specified in the Order. For the avoidance of doubt no refund of Fees shall be payable to the Customer.

   (c) where the Customer changes from a Monthly Subscription to an Annual Subscription, the Customer shall receive a pro rata credit for the remainder of the then-current Initial Term or Renewal Term of the Monthly Subscription, and shall be required to pay the applicable Fees for the Annual Subscription on the date of the change.

5.2 The Customer acknowledges and agrees that where it downgrades the Subscription Plan, certain features and functionality may no longer be available and any data associated with those features may become inaccessible, or permanently deleted to the extent such features are not included in the downgraded Subscription Plan.

5.3 Upon renewal, unless the Customer has made changes to the Subscription Plan or the Subscription Entitlement in advance of the start of the subsequent Renewal Term, its Subscription will renew on the same Subscription Plan and with the same Subscription Entitlement as at the expiry of the then-current Initial Term or Renewal Term.

6. Support

6.1 Resource Guru shall provide technical support via the support channels made available by Resource Guru from time to time.

6.2 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.

6.3 Any support requests or onboarding assistance requested, or requests for further configuration or customization, 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.

6.4 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.

7. AI-powered features

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

7.2 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).

7.3 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 7.5.

7.4 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.

7.5 Notwithstanding clause 7.3, 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.

7.6 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.

7.7 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.

7.8 Subject to clause 15 (Proprietary rights), 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).

7.9 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.

7.10 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.

8. Resource Guru obligations

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

8.2 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.

9. Third Party Integrations

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

9.2 Resource Guru may modify, suspend, discontinue or cease supporting any Third Party Integration, or compatibility with any version, feature or application programming interface (API) of a Third Party Integration, at any time where reasonably necessary for technical, security, legal or commercial reasons, including where a third-party provider changes, withdraws or deprecates its products, services or APIs. Resource Guru shall have no liability to the Customer arising from any such modification, suspension, discontinuation or loss of compatibility.

9.3 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.

10. Restrictions of use and acceptable use policy

10.1 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.

10.2 The Customer shall ensure that all Users at all times comply with Resource Guru’s Acceptable Use Policy (as updated from time to time), and shall be liable to Resource Guru for any breach by any Users of the Acceptable Use Policy. Resource Guru shall be entitled to remove any content uploaded to the Platform by any User that Resource Guru considers to be in breach of its Acceptable Use Policy.

10.3 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.

11. Customer’s obligations

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; and

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

12. Back-up Data

12.1 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 good 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.

12.2 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.

13. Data protection

13.1 In this clause 13, Data Controller, Data Processor, Data Subject and Personal Data have the meanings as defined in the Applicable Data Protection Laws.

13.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Applicable Data Protection Laws.

13.3 Without prejudice to the generality of clause 13.2, 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.

13.4 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:

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.

13.5 Without prejudice to the generality of clause 13.2, 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 processors (pursuant to clause 13.6(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 13 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.

13.6 The Customer hereby provides its prior, general authorization 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 processors engaged in the processing of Personal Data for the purposes of this agreement, which is made available to the Customer in the Resource Guru Trust Center (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 processors comply with Applicable Data Protection Laws;

   (c) shall remain responsible for the acts and omission of any such processor 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 processor 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.

13.7 Resource Guru may, at any time on not less than 30 days’ notice, revise this clause 13 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).

14. Fees and payment

14.1 The Customer shall pay the Fees payable under the Order and shall pay the Fees to Resource Guru in accordance with this clause 14. Fees are payable in advance of each Initial Term and Renewal Term, or as set out in the Order. Payment shall be made by the payment method agreed in the Order, which may include without limitation authorized payment card, or such other method as Resource Guru may permit from time to time (Payment Method).

14.2 Resource Guru shall be entitled to collect payment for the Fees using the Payment Method agreed in the Order, and the Customer hereby irrevocably authorizes 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 first date of the Initial Term for the Fees, and, in respect of each Renewal Term, on or after the date falling 30 days (or 10 days in respect of Monthly Subscriptions) prior to the relevant Renewal Term for the Fees;

   (b) Resource Guru shall be entitled to collect payment using the Payment Method for any Fees payable in accordance with clause 5 (Subscription plans); 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 and the Customer shall make payment within 10 days after the date of such invoice.

14.3 For any Fees payable, before billing the Customer using the Payment Method, Resource Guru shall offset any credit held by it in the Customer’s account against the Fees due, and the Customer shall pay the remainder using the Payment Method in accordance with this clause 14. The Customer acknowledges and agrees that on termination or expiry of this agreement, any credit held in its account shall not be refunded and shall be forfeited automatically.

14.4 Unless the Customer terminates a Subscription under clause 3.1(Structure and term of this agreement), the Customer will be liable to pay the Fees for the next applicable Renewal Term.

14.5 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), the Subscription Plan upgrade will not take effect, or the Subscription Entitlement will not be modified, 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 14.5(a), Resource Guru shall be entitled, upon 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 amount or 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.

14.6 Resource Guru shall be entitled to increase the Fees payable in respect of each Subscription at the start of each Renewal Term on at least 30 days' prior written notice to the Customer (or at least 20 days’ prior written notice in respect of Monthly Subscriptions). In the event that the Customer does not agree to such increase, the Customer may terminate the Subscription via the Platform prior to the effective date of the change, 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.

14.7 All Fees are exclusive of value added tax or any other sales tax, where applicable, which shall be payable in addition to the Fees.

15. Proprietary rights

15.1 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).

15.2 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.

15.3 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.

15.4 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.

16. Confidentiality

16.1 Each party undertakes that it shall not disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.

16.2 Each party may disclose the other party's Confidential Information:

   (a) to its employees, officers, representatives, contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 16; and

   (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

16.4 This clause 16 shall survive termination of this agreement, however arising.

17. Indemnity

The Customer shall indemnify, keep indemnified and hold Resource Guru harmless from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by Resource Guru as a result of the Customer’s breach of this agreement or any collateral contract.

18. Limitation of liability

18.1 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 and may not be free of errors or interruption.

18.2 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 14 (Fees and payment).

18.3 Subject to clause 18.2:

   (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; and

   (b) except in respect of the Free Trial where clause 2.6 (Free trials) shall prevail, 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 (each a Subscription Year), shall be limited to the total amount of Fees paid by the Customer to Resource Guru during that Subscription Year.

18.4 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 12.1 (Back up data).

19. Term and termination

19.1 Without affecting any other rights that it may be entitled to, either party shall be entitled to terminate the 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 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.

19.2 Without affecting any other rights that it may be entitled to, Resource Guru shall be entitled to terminate the Subscription if:

   (a) payment of any Fees or other invoiced amount (except to the extent that the relevant invoice is disputed in good faith) remains overdue and, following suspension of access by Resource Guru under clause 14.5, the Customer has failed to pay the overdue amount within 27 days of the relevant due date where the payment method is an authorized payment card, or within 50 days of the relevant due date for all other payment methods;

   (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);

   (c) it is required to do so by law;

   (d) it withdraws the Service; or

   (e) the Customer breaches clause 10 (Restrictions of use and acceptable use policy).

19.3 On termination of the 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) 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;

   (d) the provisions of clauses 12 (Back up data), 13 (Data protection) and 14 through 24 shall survive any termination or expiration of this agreement in accordance with their terms; and

   (e) 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).

19.4 On termination of a Subscription Resource Guru shall:

   (a) 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 60 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; or

   (b) in the case of termination by Resource Guru due to non-payment of Fees in accordance with clause 19.2(a), 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 6 months 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.

19.5 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.

20. Marketing

20.1 The Customer hereby grants Resource Guru a non-exclusive, royalty-free license to use the Customer's current name, trade marks, and logo(s) (Brand Assets) for the purposes of displaying the Brand Assets on Resource Guru’s website and in sales or marketing materials, or in any media now or later developed in connection with any marketing, promotion or advertising of the Services, to identify the Customer as a customer.

20.2 Use of the Brand Assets under clause 20.1 does not require separate approval and the Customer agrees Resource Guru may use the Brand Assets for such purposes.

20.3 If the Customer requires Resource Guru to cease use of its Brand Assets in any marketing materials, it shall notify Resource Guru by contacting it using the details found here: https://resourceguruapp.com/contact, and Resource Guru shall take reasonable endeavours to prevent or cease use of the Brand Assets in its marketing materials.

21. 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.

22. General

22.1 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.

22.2 Variation. Resource Guru may vary or replace these terms with at least 30 days' written notice by posting the variation to the Platform or by giving notice to the Customer via email. Where the variation materially adversely affects the Services and the Customer does not agree to the variation, the Customer may terminate this agreement via the Platform prior to the variation taking effect. Such termination shall take effect on the date of the notified variation and, where the termination is a direct result of the variation, Resource Guru shall provide the Customer with a pro-rated refund for any prepaid Fees relating to the remaining period after termination of the then current Initial Term or Renewal Term. Should the Customer not give notice to terminate the agreement before the notified variation takes effect, the Customer shall be deemed to have accepted the variation.

22.3 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.

22.4 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.

22.5 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.

22.6 Entire agreement. This agreement, and any Order 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.

22.7 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.

22.8 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 authorize 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).

22.9 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).

22.10 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.

23. 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 Customer’s then-current contact email address held by Resource Guru, as updated by the Customer from time to time.. A notice sent by e-mail shall be deemed to have been received at 9am on the first day following delivery.

24. Governing law and jurisdiction

24.1 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.

24.2 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).

24.3 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.