Terms of Service: outline and instructions to counsel

"Enrolled Worker" means a natural person with an active login on the Customer's tenant whose recorded leaving date has not passed. Administrators who are not site-based are not counted. "Site" means a place of work, or a team, under one manager, as recorded on the Customer's tenant. "Customer Data" means all data, content and personal data uploaded to or generated on the Customer's tenant. "Service" means the TeamTalk platform made available at the Customer's tenant address, as described in the Documentation.

"Subject to payment of the Fees and to these terms, TeamTalk grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service for the Customer's internal business purposes during the Term, for the number of Sites and Enrolled Workers stated on the Order Form. The Customer may permit its own workers, agency workers and subcontractors working at the Sites in scope to use the Service as end users, and is responsible for their compliance with these terms."

"No source code, copy or escrow right is granted. TeamTalk retains all right, title and interest in the Service."

"The initial term is 12 months from the Start Date stated on the Order Form. It renews automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term. TeamTalk will send the Customer a renewal notice not less than 90 days before the end of each term, stating the renewal price."

"Fees are as stated on the Order Form, are exclusive of VAT, and are invoiced annually in advance. Payment is due within 30 days of the date of invoice by Bacs credit transfer or Bacs Direct Debit to the account stated on the invoice. TeamTalk is not obliged to accept payment by credit or debit card, and may pass on card processing charges where it does. Monthly invoicing is available at a premium of 15% on the annual fee."

"Where the Fee is banded by Enrolled Workers, the band is fixed for the term and is reassessed only at renewal, on the basis of the highest number of Enrolled Workers recorded on any day in the preceding term."

"TeamTalk may increase the Fee on renewal by giving written notice at least 60 days before the end of the then-current term. Where the increase exceeds [8%], the Customer may terminate with effect from the end of the then-current term by written notice given within 30 days of TeamTalk's notice."

"Interest on late payment accrues under the Late Payment of Commercial Debts (Interest) Act 1998. TeamTalk will give 10 days' written notice before charging it."

"The Customer will not, and will not permit any user to: publish content that is unlawful, defamatory, obscene, harassing or discriminatory; use the Service for direct marketing to individuals or for any purpose other than communication with its own workforce; upload malicious code; attempt to access another customer's tenant or any part of the Service it is not authorised to access; probe, scan or load-test the Service without TeamTalk's prior written consent; resell, sublicense or make the Service available to any third party; or use the Service in breach of applicable law, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003."

"The Customer is responsible for content it publishes. TeamTalk does not pre-moderate content and is not the author, editor or publisher of it."

"As between the parties, the Customer owns all Customer Data. The Customer grants TeamTalk a non-exclusive licence to host, store, transmit, translate, display and back up Customer Data to the extent necessary to provide the Service and to comply with the DPA."

"For personal data processed through the Service, the Customer is the controller and TeamTalk is the processor. The parties' data processing agreement at [URL], as it may be updated from time to time on not less than 30 days' notice, is incorporated into this agreement. In the event of conflict between this agreement and the DPA on any matter of data protection, the DPA prevails."

"TeamTalk will retain Customer Data for the retention period configured on the Customer's tenant, with a default of [24] months for posts and confirmations of receipt. On expiry or termination TeamTalk will make Customer Data available for export in a machine-readable format for 30 days, after which it will be deleted in accordance with the DPA."

"TeamTalk may use aggregated, anonymised data derived from use of the Service to operate, secure and improve it, provided such data does not identify the Customer, any Site or any individual."

"TeamTalk provides support by email to [[email protected]] between 08:00 and 18:00 UK time, Monday to Friday, excluding England and Wales public holidays. Target response times, measured in business hours, are:"

"TeamTalk may suspend all or part of the Service where: (a) an invoice is more than 30 days overdue and TeamTalk has given 10 days' written notice; (b) continued provision would breach applicable law or expose TeamTalk or its other customers to material security risk; or (c) the Customer is in material breach of clause 5. TeamTalk will limit any suspension to what is necessary, will tell the Customer the reason in writing at the time, and will restore the Service promptly once the cause is resolved. Suspension does not relieve the Customer of the obligation to pay the Fees."

"Either party may terminate immediately by written notice if the other commits a material breach not remedied within 30 days of written notice requiring remedy, or becomes insolvent, has an administrator, receiver or liquidator appointed, or ceases or threatens to cease to carry on business."

"On expiry or termination: the Customer's right to access the Service ends; TeamTalk will make Customer Data available for export for 30 days; TeamTalk will then delete Customer Data in accordance with the DPA and will certify deletion in writing on request; and fees for the remainder of the current term become immediately due, save where the Customer terminated for TeamTalk's material breach, in which case TeamTalk will refund fees paid for the unexpired period."

"TeamTalk warrants that it will provide the Service with reasonable skill and care and in accordance with the Documentation, and that it has the right to grant the rights it grants. TeamTalk will indemnify the Customer against sums awarded by a court, or agreed in settlement with TeamTalk's consent, for a third-party claim that use of the Service in accordance with these terms infringes that third party's UK intellectual property rights, provided the Customer notifies TeamTalk promptly, gives TeamTalk conduct of the claim, and does not admit liability."

"Translation of content is performed by machine translation. TeamTalk does not warrant that any translation is accurate, complete or fit for use where legal or contractual precision is required. The Customer remains solely responsible for the content it publishes and for discharging its own statutory duties, including those under the Health and Safety at Work etc. Act 1974 and the Management of Health and Safety at Work Regulations 1999."

"Except as expressly set out, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law."

"Nothing in this agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 where applicable; or any other liability that cannot lawfully be limited or excluded."

"Subject to the paragraph above, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: loss of profit; loss of revenue; loss of business or business opportunity; loss of contracts; loss of goodwill; loss of anticipated savings; loss, corruption or destruction of data (other than TeamTalk's obligation to restore from its most recent backup); wasted expenditure; or any indirect or consequential loss."

"Subject to the two paragraphs above, each party's total aggregate liability arising out of or in connection with this agreement in any 12-month period is limited to the total Fees paid or payable by the Customer in the 12 months immediately preceding the first event giving rise to the claim."

Optional super-cap, if conceded: "The limit for claims arising from a breach of the DPA or of the confidentiality obligations is 200% of the Fees paid or payable in the 12 months immediately preceding the first event giving rise to the claim."

"TeamTalk will maintain, with a reputable insurer, professional indemnity insurance of not less than £[5,000,000] in the aggregate, public liability insurance of not less than £[5,000,000] per occurrence, employers' liability insurance of not less than £5,000,000 where it employs staff, and cyber liability insurance of not less than £[amount], and will provide certificates of currency on request. TeamTalk will maintain professional indemnity cover for [6] years after the end of this agreement."

"Neither party may use the other's name, logo or trade marks in publicity without prior written consent, except that TeamTalk may identify the Customer by name and logo in a list of customers on its website and in sales materials, which consent the Customer may withdraw on 30 days' written notice."

"Where the Order Form records a reference discount, the Customer agrees to: provide a named, attributable quotation approved by the Customer in writing; participate in up to [two] reference calls with prospective customers in each 12-month period; and permit publication of an agreed case study. TeamTalk will provide the exact wording for approval before publication. If the Customer withdraws its consent, the discount ends at the next renewal and does not become repayable."

Confidentiality (mutual, three years, standard carve-outs, no time limit on personal data). Notices (writing, named addresses on the Order Form, email effective next working day). Entire agreement with a non-reliance clause and an express carve-out for fraudulent misrepresentation. Variation in writing and signed. Assignment with consent not unreasonably withheld, free assignment on a group reorganisation, sub-processors excepted. Third parties excluded under the Contracts (Rights of Third Parties) Act 1999. Force majeure with a 30-day termination right. Anti-bribery (Bribery Act 2010) and modern slavery (Modern Slavery Act 2015) compliance. Severance. No partnership or agency. Counterparts and electronic signature. Governing law: England and Wales, exclusive jurisdiction of the English courts.