Terms of service.

This document sets out the terms on which Thornbridge Solutions Limited (“Thornbridge Solutions”, “we”, “us” or “our”) makes its website and platform available. Use the links below to jump to a section.

1. 1. Definitions and interpretation
2. 2. The agreement and order of precedence
3. 3. Website terms and platform subscription terms
4. 4. Account registration, named users and administrators
5. 5. Subscription term, renewal, adding users, trials and sandboxes
6. 6. Fees, invoicing, payment terms and price changes
7. 7. Customer obligations and acceptable use
8. 8. Customer data, data protection and privacy
9. 9. Confidentiality
10. 10. Intellectual property, feedback and restrictions
11. 11. Third-party integrations
12. 12. Service levels, availability, maintenance and support
13. 13. Suspension
14. 14. Security and incident handling
15. 15. Changes to the service and deprecation
16. 16. Warranties and disclaimers
17. 17. Indemnities
18. 18. Limitation of liability
19. 19. Force majeure
20. 20. Term, termination and effects of termination
21. 21. Anti-bribery, modern slavery and compliance with laws
22. 22. Export control and sanctions
23. 23. Notices
24. 24. Assignment and subcontracting
25. 25. Entire agreement, variation, waiver and severance
26. 26. Dispute resolution and escalation
27. 27. Governing law and jurisdiction
28. 28. Contact

In these terms, unless the context otherwise requires, the following words have the following meanings. Headings are for convenience only and do not affect interpretation. References to statutes include any amendment, re-enactment or replacement of them.

• “Agreement” means, together, the applicable order form, any master agreement entered into by the customer, and these terms.
• “Authorised User” means an individual named by the customer, or otherwise permitted under the order form, to access the platform.
• “Customer Data” means all data, text, records and other content submitted to or generated within the platform by or on behalf of the customer.
• “Documentation” means the user guides, help articles and technical specifications we make available for the platform, as updated from time to time.
• “Order Form” means the order, quotation or online checkout confirmation that sets out the subscribed services, term, fees and user limits.
• “Platform” means the Thornbridge Solutions hosted software-as-a-service product, including associated APIs and mobile applications.
• “Subscription Term” means the initial term and any renewal term stated in, or calculated under, the order form.
• “Website” means the public marketing website located at thornbridgesolutions.com, excluding the platform itself.

By accessing the website or using the platform, you agree to these terms. If you are agreeing on behalf of an organisation, you confirm you have authority to bind that organisation, and “you” and “customer” refer to that organisation. Where an individual accesses the website without a subscription, only the website-specific provisions of these terms apply to that person.

Where there is any conflict or inconsistency between the documents forming the agreement, the following order of precedence applies, from highest to lowest:

1. the applicable order form;
2. any negotiated master subscription agreement or enterprise agreement signed by both parties;
3. these terms of service; and
4. the documentation and any policies referenced in these terms (including our acceptable use policy and data processing terms).

These terms cover two distinct relationships and the relevant sections apply according to which describes your use.

Website terms

Anyone browsing the website may do so subject to these terms on a non-exclusive, revocable, non-transferable basis for the purpose of learning about our services, requesting a demonstration, or applying for a role with us. No fees apply to website use and no service level commitments arise from it.

Platform subscription terms

Access to the platform is granted only under an order form and is licensed, not sold, for the Subscription Term and Authorised User count set out in that order form. The provisions of these terms concerning fees, service levels, data protection, liability and termination apply only to platform subscriptions and not to website-only visitors.

Access to the platform is provided through named individual accounts. The following obligations apply to the customer and its Authorised Users.

• Accounts must not be shared between individuals, and credentials must be kept confidential and not disclosed to any third party.
• The customer must designate at least one administrator who is responsible for provisioning, suspending and de-provisioning Authorised User accounts, including promptly removing access for leavers.
• The customer is responsible for all activity conducted through its Authorised Users’ accounts, whether or not authorised by the customer, save to the extent caused by our breach of this agreement.
• The customer must notify us without undue delay if it becomes aware of any unauthorised access to, or use of, an account or credentials.
• We may require multi-factor authentication or other reasonable security measures to be enabled on accounts with elevated permissions.

The Subscription Term begins on the start date in the order form and continues for the initial term stated. Unless the order form specifies otherwise, the subscription then automatically renews for successive renewal terms of the same length, unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

Adding users

The customer may add Authorised Users during the Subscription Term by written request or via in-platform self-service, where available. Additional users are charged pro rata for the remainder of the then-current billing period, and thereafter at the applicable rate on renewal.

Trials and sandbox or demo environments

We may make a trial subscription, sandbox environment or demo instance available free of charge or at a reduced fee. Trial and sandbox environments are provided on an “as is” basis without service level commitments, may contain sample or synthetic data only, and may be suspended or deleted at any time on reasonable notice, including on expiry of the trial period. Live Customer Data must not be entered into a sandbox or demo environment.

Fees for the platform are as stated in the order form.

Disputed invoices must be queried in good faith within 14 days of receipt, failing which the invoice is deemed accepted. Undisputed amounts remain payable in full pending resolution of any dispute over other line items.

The customer must, and must ensure its Authorised Users, use the platform in accordance with these terms, the documentation and our acceptable use policy, which is incorporated into this agreement by reference. Without limiting that policy, the customer must not, and must not permit any third party to:

• use the platform for any unlawful purpose or in a way that infringes the rights of any person;
• attempt to circumvent or disable any security or access control feature of the platform;
• introduce any virus, malware or other harmful code to the platform;
• use the platform in any way that endangers the health, safety or wellbeing of any person receiving care or support; or
• exceed the scope of the licence granted under the order form, including by permitting access beyond the agreed number of Authorised Users.

The customer remains solely responsible for the accuracy, quality, legality and appropriateness of Customer Data and for obtaining any consents needed to submit it to the platform.

As between the parties, the customer owns all right, title and interest in Customer Data. The customer grants us a licence to host, copy, transmit and otherwise process Customer Data solely to provide, support and improve the platform, and to comply with our legal obligations.

Where Customer Data includes personal data, we act as processor (or sub-processor, as applicable) on the customer’s instructions, and the terms of our data processing agreement apply and are incorporated into this agreement. Our privacy policy describes how we handle personal data relating to website visitors and individual account holders in our own capacity as controller.

On termination or expiry of the agreement, we will make Customer Data available for export for a period of 30 days, in a commonly-used format, after which it will be deleted from our production systems in line with the retention schedule set out in the data processing agreement, subject to any residual copies retained in encrypted backups pending their scheduled deletion.

Each party may disclose confidential information to the other in connection with this agreement, including technical, commercial, pricing and Customer Data. The receiving party must use the disclosing party’s confidential information only to exercise its rights and perform its obligations under this agreement, keep it confidential using no less than reasonable care, and disclose it only to personnel, affiliates and professional advisers who need to know it and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public other than by breach of this agreement, was already known to the receiving party without restriction, is independently developed without reference to the confidential information, or is required to be disclosed by law, regulation or court order, provided that, where lawfully permitted, the receiving party gives the disclosing party reasonable notice before disclosure.

We and our licensors own all intellectual property rights in the website, the platform, the documentation and any related know-how, including all improvements and developments, whether or not arising from customer feedback. Nothing in this agreement transfers any such rights to the customer, and the customer receives only the limited licence to use the platform described in this agreement.

If the customer or its Authorised Users provide suggestions, feedback or ideas about the platform, the customer grants us a perpetual, irrevocable, royalty-free licence to use and incorporate that feedback into our products without restriction or obligation.

The customer must not, and must not permit any third party to:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the platform, except to the limited extent this restriction cannot be excluded by law;
• conduct or publish any benchmark, performance test or comparative review of the platform without our prior written consent; or
• use the platform, or any information obtained through it, to build, develop or support a product or service that competes with the platform.

The platform may allow integration with third-party applications, services or data sources selected by the customer. Any use of a third-party integration is subject to that provider’s own terms, and we are not responsible for the availability, content, security or functionality of third-party services, or for any loss arising from the customer’s use of them. The customer is responsible for ensuring it has all rights needed to connect third-party services to the platform.

We target 99.9% monthly availability of the platform, measured across a calendar month and excluding scheduled maintenance, Force Majeure events, and issues caused by the customer’s equipment, network, third-party services or misuse of the platform. Live and historical availability is published on our status page.

Maintenance

Planned maintenance is notified at least 72 hours in advance where reasonably practicable and scheduled outside core UK business hours where possible. We may also carry out emergency maintenance without advance notice where necessary to address a security vulnerability or to prevent material harm to the platform, and will notify the customer as soon as reasonably practicable.

Support tiers and response targets

Response targets refer to acknowledgement and initial triage, not resolution, and are targets rather than guaranteed outcomes save where a specific commitment is stated in the order form.

Service credits

Where an order form provides for service credits in respect of a failure to meet the availability target, those credits, if any, are the customer’s sole and exclusive remedy for the relevant shortfall, save where the shortfall also amounts to a material breach entitling the customer to terminate under clause 20.

We may suspend the customer’s or an Authorised User’s access to the platform, in whole or in part, where reasonably necessary to: protect the security or integrity of the platform or other customers; comply with an order of a court, regulator or other competent authority; address a suspected breach of the acceptable use policy or this agreement; or where fees remain unpaid more than 14 days after a reminder notice following the due date. Where reasonably practicable, we will give advance notice of suspension and will restore access promptly once the underlying issue is resolved.

We maintain technical and organisational security measures for the platform as described in our security overview. If we become aware of a security incident affecting Customer Data, we will notify the customer without undue delay and provide reasonably requested information to help the customer meet its own legal and regulatory obligations, in each case in accordance with the incident response provisions of the data processing agreement.

We may update the platform from time to time to improve functionality, security or performance, provided that such changes do not materially reduce the core functionality the customer has subscribed to during the Subscription Term. If we intend to discontinue a material feature relied on by the customer, we will give at least 90 days’ notice where reasonably practicable, and will use reasonable endeavours to provide a comparable replacement or migration path.

Each party warrants that it has full power and authority to enter into this agreement. We warrant that we will provide the platform with reasonable skill and care and substantially in accordance with the documentation.

Except as expressly set out in this agreement, and to the fullest extent permitted by law, the platform and website are provided “as is” and we exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or otherwise, including as to satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant that the platform will be uninterrupted or error-free, or that it will meet every requirement of the customer’s particular circumstances.

IP indemnity. We will defend the customer against any third-party claim that the platform, as provided by us and used in accordance with this agreement, infringes that third party’s intellectual property rights, and will indemnify the customer against damages and reasonable costs finally awarded, or agreed in settlement, as a result. This indemnity does not apply to claims arising from Customer Data, unauthorised modification of the platform, use in combination with non-approved third-party services, or continued use after we have notified the customer to stop using an allegedly infringing component.

Customer indemnity. The customer will indemnify us against damages and reasonable costs finally awarded, or agreed in settlement, arising from any third-party claim that Customer Data, or the customer’s use of the platform in breach of this agreement or applicable law, infringes that third party’s rights or causes them loss.

Conduct of claims. The party seeking indemnification must promptly notify the other of the claim, give the indemnifying party sole control of its defence and settlement (save that no settlement admitting liability on behalf of the indemnified party may be agreed without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

Nothing in this agreement limits or excludes either party’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded under English law.

Subject to the above, each party’s total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to an amount equal to the fees paid or payable by the customer in the twelve months immediately preceding the event giving rise to the claim, except that our liability under the IP indemnity in clause 17 is capped at 150% of that amount.

Subject to the first paragraph of this clause, neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, anticipated savings, business opportunity, or goodwill, in each case whether or not such losses were foreseeable and even if the party was advised of the possibility of them.

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, industrial action, failure of internet or telecommunications infrastructure, or failure of a third-party supplier, provided the affected party notifies the other promptly and uses reasonable endeavours to mitigate the effect and resume performance. If the event continues for more than 60 consecutive days, either party may terminate the affected order form on written notice.

This agreement takes effect on the start date in the first order form and continues while any order form remains in effect. Each order form governs its own Subscription Term as described in clause 5.

Termination

• For convenience. Either party may elect not to renew a Subscription Term by giving notice in accordance with clause 5; this agreement does not otherwise permit termination for convenience during a committed term unless the order form says so.
• For breach. Either party may terminate this agreement or the relevant order form on written notice if the other commits a material breach of this agreement which, if capable of remedy, is not remedied within 30 days of written notice describing the breach.
• For insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases to carry on business, to the extent permitted by applicable insolvency law.

Suspension is not termination

Suspension under clause 13 does not itself terminate this agreement or any order form, and fees continue to accrue during a suspension caused by the customer’s breach or non-payment, unless we expressly agree otherwise in writing.

Effects of termination

On termination or expiry of an order form: the licence granted under it ends immediately; the customer must pay all fees accrued up to the effective date of termination; each party must return or, at the disclosing party’s election, destroy the other’s confidential information; and the data export and deletion process described in clause 8 applies to Customer Data. Clauses which by their nature are intended to survive termination, including confidentiality, intellectual property, indemnities, limitation of liability, and governing law, continue in force.

Each party will comply with all applicable anti-bribery and corruption laws, including the Bribery Act 2010, and will not offer, give, request or accept any bribe or improper payment in connection with this agreement. Each party confirms it has, or is taking steps to implement, policies and procedures consistent with the Modern Slavery Act 2015, and will not knowingly engage any supplier or subcontractor involved in modern slavery or human trafficking in connection with the performance of this agreement. Each party will otherwise comply with all laws and regulations applicable to it in performing its obligations under this agreement.

The customer must comply with all applicable export control and trade sanctions laws in its use of the platform, and confirms that it is not, and is not owned or controlled by, a person subject to UK, EU or US sanctions, nor located in a country or territory subject to comprehensive sanctions. We may suspend or terminate access immediately, without liability, if we reasonably believe continued provision of the platform would breach applicable sanctions or export control laws.

Notices under this agreement must be in writing and delivered by hand, recorded post, or email, to the addresses specified in the order form or such other address as a party notifies to the other. Notices to us should be sent to legal@thornbridgesolutions.com unless the order form states otherwise. Notices are deemed received: if delivered by hand, at the time of delivery; if sent by recorded post, on the second business day after posting; and if sent by email, when transmitted, provided no delivery failure notice is received and a copy is also sent by post within one business day for any notice terminating this agreement or alleging material breach.

Neither party may assign, transfer or novate this agreement, in whole or in part, without the other’s prior written consent, not to be unreasonably withheld, except that either party may assign this agreement without consent to an affiliate or in connection with a merger, acquisition, reorganisation or sale of substantially all of its relevant business, provided the assignee agrees in writing to be bound by this agreement. We may subcontract the performance of any part of the platform to suitably qualified subcontractors, provided we remain responsible for their performance as if it were our own.

This agreement, together with any order form and the documents referenced in it, constitutes the entire agreement between the parties and supersedes all prior discussions, representations and agreements relating to its subject matter, except that nothing excludes liability for fraudulent misrepresentation.

• Variation. No variation of this agreement is effective unless it is in writing and signed by, or agreed in writing between, authorised representatives of both parties, except that we may update these terms of service for future order forms in accordance with any notice mechanism described here or agreed in the order form.
• Waiver. No failure or delay by a party in exercising any right under this agreement operates as a waiver of that right, nor does any single or partial exercise of a right preclude any other or further exercise of it.
• Severance. If any provision of this agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the parties will negotiate in good faith to replace the invalid provision with a valid one of similar commercial effect.
• No partnership. Nothing in this agreement creates a partnership, joint venture or relationship of agency between the parties.
• Third-party rights. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that our licensors may enforce clause 10 in their own right.

If a dispute arises out of or in connection with this agreement, the parties will first attempt to resolve it through good-faith discussions between the relevant account owners. If the dispute is not resolved within 14 days, it will be escalated to a senior representative of each party (for the customer, a director or equivalent; for us, a member of the leadership team) for a further period of 14 days. Nothing in this clause prevents either party from seeking urgent interim relief from a court at any time, and either party may commence formal proceedings if the escalation process has not resolved the dispute within a total of 28 days.

This agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

Questions about these terms can be sent to legal@thornbridgesolutions.com. General enquiries can be sent to hello@thornbridgesolutions.com.