Terms and Conditions

2.1 The Agreement shall come into force on the Effective Date.

2.2 The Agreement shall continue in force unless and until terminated in accordance with these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract between the parties.

3.1 The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the User Interface during the Term for the Customer's internal business purposes.

3.2 The licence granted under Clause 3.1 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser;

(b) the User Interface may only be used by the Customer's authorised named users;

(c) the Customer may add or remove authorised users in accordance with the functionality made available through the Hosted Services; and

(d) use of the Hosted Services remains subject to any user, subscription or plan limits applying to the Customer's account.

3.3 Except to the extent expressly permitted by these Terms and Conditions or required by law on a non-excludable basis, the Customer must not:

(a) sub-license its right to access and use the Hosted Services;

(b) permit any unauthorised person to access or use the Hosted Services;

(c) use the Hosted Services to provide services to third parties;

(d) republish or redistribute any content or material from the Hosted Services except as permitted through normal use of the Hosted Services for the Customer's internal business purposes;

(e) make any alteration to the Platform; or

(f) conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

3.4 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person gains access to the Hosted Services by means of the Access Credentials.

3.5 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting provider for the Hosted Services, but does not guarantee 100% availability.

3.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 1.

3.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources so as to cause material degradation in the services provided by the Provider to its other customers, and the Provider may use reasonable technical measures to limit the Customer's use of Platform resources for this purpose.

3.9 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.10 For the avoidance of doubt, the Customer has no right to access the software code of the Platform.

3.11 The Provider may suspend the Hosted Services if any amount due under the Agreement is overdue and the Provider has given the Customer at least 30 days' written notice of its intention to suspend on that basis.

4.1 The Provider grants to the Customer a non-exclusive, worldwide licence during the Term and thereafter to access, copy, transmit, store and otherwise use the Service Data for the Customer's internal business purposes, subject to this Clause 4.

4.2 Except to the extent required by law on a non-excludable basis, the Customer must not:

(a) use the Service Data in any way that is unlawful or in breach of any person's legal rights; or

(b) use the Service Data to compete directly with the Provider by creating a substantially similar hosted service.

4.3 The Customer shall implement and maintain reasonable security measures relating to the Service Data.

5.1 The Customer hereby grants to the Provider a non-exclusive, worldwide licence to copy, store, transmit, back up, display and otherwise use the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.

5.2 The Customer also grants to the Provider the right to sub-license the rights granted in Clause 5.1 to its hosting, storage, communications, email delivery and payment processing providers strictly for that purpose.

5.3 The Provider shall not use the Customer Data for advertising purposes.

5.4 The Provider shall not sell Customer Data.

5.5 The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with the Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach any applicable law in the United Kingdom.

6.1 The Provider shall provide Support Services to the Customer during the Term.

6.2 The Provider shall make available to the Customer an email-based helpdesk at hello@forge41.co.uk.

6.3 The Provider shall provide the Support Services with reasonable skill and care.

6.4 The Customer may use the helpdesk only for requesting and, where applicable, receiving Support Services.

6.5 The Provider shall respond promptly to requests for Support Services made through the helpdesk.

6.6 The Provider shall have no obligation to provide Support Services:

(a) where the requested support amounts to general training in the use of the Hosted Services;

(b) in respect of any issue that could reasonably be resolved by a competent user of the Hosted Services;

(c) in respect of duplicate issues raised by or on behalf of the Customer;

(d) in respect of any issue caused by improper use of the Hosted Services by or on behalf of the Customer; or

(e) in respect of any issue caused by any alteration to the Hosted Services, or to their configuration, made without the prior written consent of the Provider.

6.7 The Provider may suspend Support Services if any amount due under the Agreement is overdue and the Provider has given the Customer at least 30 days' written notice of its intention to suspend on that basis.

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are exclusive of VAT, and any VAT will be added where legally chargeable.

8.3 The Provider may vary any element of the Charges by giving the Customer not less than 90 days' written notice.

9.1 The Customer must pay the Charges in advance of the period to which they relate, unless otherwise agreed in writing.

9.2 If the Customer does not pay any amount properly due to the Provider, the Provider may:

(a) charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time; or

(b) claim interest and statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of Customer Personal Data.

10.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it discloses to the Provider under or in connection with the Agreement.

10.3 The Customer shall only supply to the Provider, and the Provider shall only process, under or in relation to the Agreement, the Personal Data of customer personnel and other business contacts of the following types: names, email addresses where necessary, and related account, role and audit information needed to operate the Hosted Services, together with any other minimal business contact data the Customer chooses to input into the Hosted Services for operational use. The Provider shall only process the Customer Personal Data for the purposes of providing, securing, supporting and maintaining the Hosted Services and complying with applicable law.

10.4 The Provider shall only process Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10.

10.5 The Provider shall only process Customer Personal Data on the documented instructions of the Customer, as set out in these Terms and Conditions or otherwise agreed in writing.

10.6 The Customer authorises the Provider to make the following transfers of Customer Personal Data:

(a) to its personnel and systems in the United Kingdom;

(b) to its third party processors identified in Clause 10.12, including within UK AWS regions and associated UK service infrastructure;

(c) where necessary, between the UK and the EEA where lawful and appropriate safeguards apply; and

(d) where otherwise required or permitted by Data Protection Laws.

10.7 The Provider shall promptly inform the Customer if, in the Provider's opinion, an instruction of the Customer relating to the processing of Customer Personal Data infringes the Data Protection Laws.

10.8 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless prohibited by law.

10.9 The Provider shall ensure that persons authorised to process the Customer Personal Data are subject to appropriate obligations of confidentiality.

10.10 The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including secure hosting, role-based access controls, encryption in transit, encryption at rest where applicable, access controls for administrative systems, and logical separation of Customer Data between customers.

10.11 The Provider must not engage any third party processor in relation to Customer Personal Data without ensuring that such processor is subject to equivalent data protection obligations.

10.12 The Customer authorises the Provider to engage the following sub-processors in relation to Customer Personal Data:

(a) Amazon Web Services EMEA SARL, for application hosting, database hosting and storage, using UK AWS locations;

(b) Amazon SES, for transactional email delivery; and

(c) Stripe and its group companies, to the extent necessary for subscription billing and payment administration.

10.13 The Provider shall, insofar as possible and taking into account the nature of the processing, assist the Customer with the fulfilment of the Customer's obligations to respond to requests exercising data subject rights.

10.14 The Provider shall assist the Customer in ensuring compliance with obligations relating to security, personal data breach notification, communication of breaches to data subjects, data protection impact assessments and prior consultation where required by Data Protection Laws. The Provider may charge the Customer reasonable fees for substantial additional work requested under this Clause 10.14.

10.15 The Provider must notify the Customer of any Personal Data breach affecting Customer Personal Data without undue delay and, in any event, not later than 24 hours after the Provider becomes aware of the breach.

10.16 The Provider shall make available to the Customer all information reasonably necessary to demonstrate the Provider's compliance with this Clause 10 and applicable Data Protection Laws.

10.17 The Provider shall, at the choice of the Customer, delete or return Customer Personal Data after the end of the provision of services relating to the processing, and shall delete existing copies except to the extent that applicable law requires retention.

10.18 The Provider shall allow for and contribute to reasonable audits by the Customer, or an auditor mandated by the Customer, in respect of the Provider's compliance with this Clause 10, provided that such audits are on reasonable notice, during Business Hours, and not more than once in any 12 month period unless required following a security incident or material breach.

10.19 If changes to Data Protection Laws require changes to the Agreement, the parties shall use reasonable endeavours promptly to agree such variations as are necessary.

11.1 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and perform its obligations under these Terms and Conditions.

11.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement shall be implied.

12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty that the Hosted Services will be wholly free from defects, errors and bugs.

12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty that the Hosted Services will be entirely secure.

12.3 The Customer acknowledges that the Provider does not provide legal, medical, pharmaceutical, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services, and the Provider does not warrant that the Customer's use of the Hosted Services will not give rise to legal or regulatory obligations on the part of the Customer.

13.1 Nothing in these Terms and Conditions shall:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability in these Terms and Conditions govern all liabilities arising under the Agreement or relating to its subject matter, including liabilities arising in contract, in tort, including negligence, and for breach of statutory duty, except to the extent expressly provided otherwise.

13.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

13.4 The Provider shall not be liable to the Customer in respect of any loss of profits, anticipated savings, revenue, business, contracts, goodwill or commercial opportunities.

13.5 The Provider shall not be liable to the Customer in respect of any loss or corruption of data, databases or software, except to the extent caused by the Provider's breach of Data Protection Laws or wilful misconduct.

13.6 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

15.1 The Customer may terminate the Agreement by cancelling its subscription through the Provider's billing portal or other cancellation process made available by the Provider. Such termination shall take effect at the end of the then-current billing period unless the Provider expressly agrees otherwise in writing.

15.2 The Provider may terminate the Agreement immediately by written notice if:

(a) the Customer commits a material breach of these Terms and Conditions;

(b) the Customer fails to pay any amount due under the Agreement and remains in default following any applicable notice period;

(c) the Customer uses the Hosted Services in a way that is unlawful or materially harmful to the Provider, the Platform or other customers; or

(d) the Customer becomes insolvent or subject to a winding up, administration or analogous insolvency process.

15.3 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy that breach within 14 days of being given written notice requiring it to be remedied.

16.1 Upon termination of the Agreement, all provisions of these Terms and Conditions shall cease to have effect save that Clauses 1, 4, 5, 7, 9, 10, 13, 16, 17, 18 and Schedule 1 shall survive termination to the extent necessary.

16.2 Except to the extent expressly provided otherwise in these Terms and Conditions, termination shall not affect the accrued rights of either party.

16.3 Charges already paid are non-refundable except where required by law.

16.4 The Customer shall remain entitled to use the Hosted Services until the effective date of termination where termination occurs at the end of a paid billing period.

16.5 Within 30 days following termination:

(a) the Customer must pay any unpaid Charges properly due in respect of Services supplied before termination; and

(b) the Provider must return or delete Customer Personal Data in accordance with Clause 10.17.

17.1 Any notice under these Terms and Conditions must be given by email to the relevant email address notified by one party to the other for notices, and shall be deemed received when received by the recipient's email server.

17.2 The Provider's notices email address is hello@forge41.co.uk or such other address as the Provider may notify to the Customer.

18.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

18.2 If any provision of the Agreement is determined by any court or competent authority to be unlawful or unenforceable, the other provisions shall continue in effect.

18.3 The Provider may vary the Agreement by giving the Customer at least 30 days' written notice of the variation. Subject to this, the Agreement may only be varied by a written document accepted by or on behalf of each party.

18.4 The Customer agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the Provider's business. The Customer must not assign, transfer or otherwise deal with its contractual rights or obligations without the Provider's prior written consent.

18.5 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party.

18.6 Subject to Clause 13.1, the Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements and understandings relating to that subject matter.

18.7 The Agreement shall be governed by and construed in accordance with English law.

18.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

19.1 References to statutes include those statutes as amended, consolidated or re-enacted from time to time.

19.2 Clause headings do not affect interpretation.

1. Introduction

1.1 This Acceptable Use Policy governs the use of the website at https://packhorse.app and the services available through that website.

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services. References to "us" are to Forge41 Limited.

1.3 By using the Services, you agree to this Policy.

1.4 We may ask for your express agreement to this Policy before you use the Services.

1.5 You must be at least 18 years of age to use the Services.

2. General usage

2.1 You must use the Services only for lawful internal business purposes.

2.2 You must not use the Services in any way that is unlawful, illegal, fraudulent, deceptive or harmful.

2.3 You must ensure that all information you upload or submit through the Services is accurate to the best of your knowledge and kept appropriately up to date for your operational use.

3. Unlawful and harmful content

3.1 Content, and the use of content by us as authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any Intellectual Property Right or other legal right of any person;

(d) infringe any right of confidence, privacy or data protection right;

(e) constitute negligent advice or contain any negligent statement;

(f) incite the commission of a crime or promote criminal activity; or

(g) breach any applicable law or regulation.

4. Security and misuse

4.1 You must not attempt to gain unauthorised access to the Services, the Platform or any account, system or network connected to them.

4.2 You must not interfere with, damage or disrupt the Services or Platform.

4.3 You must not use the Services to store or transmit malware, spyware, ransomware, viruses, worms, Trojan horses or any other malicious software.

4.4 You must not probe, scan or test the vulnerability of the Services except with our prior written consent.

5. Spam and communications

5.1 You must not use the Services to send spam, unlawful marketing communications or unsolicited commercial communications.

5.2 You must not use any contact details obtained through the Services for unrelated marketing purposes.

6. Regulated and sensitive activities

6.1 You remain solely responsible for ensuring that your use of the Services, and your management of medicines, equipment, operational procedures and records, complies with all laws, regulations, professional duties and internal policies applicable to you.

6.2 The Services are a management and record-keeping tool and are not a substitute for professional judgement, legal compliance, clinical governance, medicines governance or operational supervision.

7. Monitoring and enforcement

7.1 We may investigate any suspected breach of this Policy.

7.2 We may suspend or restrict access to the Services where we reasonably suspect a breach of this Policy.

7.3 Breach of this Policy may result in suspension or termination of the Agreement.

8. Contact

8.1 Questions about this Policy may be sent to hello@forge41.co.uk.