Software as a Service Terms & Conditions

Parties

(1) SWIFT DIGITAL SOLUTIONS LIMITED, incorporated and registered in England and Wales with company number 04961282, whose registered office is at 128 East Barnet Road, Hertfordshire, EN4 8RE (the Supplier).

(2) The individual therapist, counsellor or practitioner who subscribes to Rhadar Solo by completing the sign-up form (the Subscriber or you).

Background

(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis, enabling counselling and therapy practitioners to store, manage and report on their clients and clinical work.

(B) The Subscriber wishes to use the Supplier's Rhadar Solo service in their professional practice.

(C) The Supplier has agreed to provide, and the Subscriber has agreed to take and pay for, the Rhadar Solo service subject to the terms and conditions of this agreement.

1. Interpretation

1.1 Definitions. The following definitions apply to this agreement:

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.

Subscriber Data: the data inputted by the Subscriber, or by the Supplier on the Subscriber's behalf, for the purpose of using the Services or facilitating the Subscriber's use of the Services, including all client and clinical records.

Documentation: the description of the Services and the user instructions made available to the Subscriber by the Supplier online at www.rhadar.co.uk, or such other web address as notified from time to time.

Effective Date: the date on which the Subscriber's Rhadar Solo account is activated.

Normal Business Hours: 9.00 am to 6.00 pm local UK time on each Business Day.

Services: the Rhadar Solo subscription service provided by the Supplier to the Subscriber under this agreement via www.rhadar.co.uk, as more particularly described in the Documentation.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fee: the monthly subscription fee payable by the Subscriber to the Supplier for use of Rhadar Solo, as set out in Schedule 1.

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods, as described in clause 14.

Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or the reliability of any programme or data, including worms, trojan horses and viruses.

2. Rhadar Solo subscription

2.1 Subject to the Subscriber paying the Subscription Fee in accordance with clause 9 and the restrictions in this clause 2, the Supplier grants the Subscriber a non-exclusive, non-transferable right to use the Services and the Documentation during the Subscription Term solely for the Subscriber's own professional practice.

2.2 Single user. Rhadar Solo is a single-user service. The Subscriber undertakes that:

• (a) the Rhadar Solo account is for use by one named individual — the Subscriber — only, and shall not be shared with, or used by, any other person;
• (b) the Subscriber shall keep a secure password for their use of the Services, is recommended to change it no less frequently than every 3 months, and shall keep their password confidential;
• (c) the Subscriber shall permit the Supplier, on reasonable prior notice, to audit use of the Services to verify compliance with this agreement; and
• (d) if any audit reveals that the account has been shared with or accessed by any person other than the Subscriber, the Subscriber shall promptly change their password and the Supplier may, without prejudice to its other rights, suspend the account.

2.3 No viruses or unlawful content. The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of using the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or otherwise objectionable, or that facilitates illegal activity. The Supplier reserves the right, without liability, to disable access to any material that breaches this clause.

2.4 Except as permitted by applicable law, the Subscriber shall not:

• (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software and/or Documentation;
• (b) de-compile, reverse engineer, disassemble or otherwise reduce to human-perceivable form all or any part of the Software;
• (c) access all or any part of the Services in order to build a competing product or service;
• (d) use the Services to provide services to third parties, or license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Services; or
• (e) introduce, or permit the introduction of, any Virus into the Supplier's network and information systems.

2.5 The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. Services

3.1 The Supplier shall, during the Subscription Term, provide the Services and make the Documentation available to the Subscriber in accordance with this agreement.

3.2 Availability. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time, and any unscheduled maintenance (for which the Supplier will use reasonable endeavours to give advance notice).

3.3 Support. The Supplier will, as part of the Services and at no additional cost, provide unlimited email support to the Subscriber. Email support is available at all times, with responses provided during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time. The Supplier may amend its Support Services Policy from time to time, but the provision of unlimited email support to the Subscriber is included within the Subscription Fee for the duration of the Subscription Term.

4. Data protection

The Supplier adheres to the Data Protection Laws and UK GDPR applicable in the United Kingdom and is registered with the Information Commissioner's Office (ICO). The Subscriber remains the data controller in respect of their client and clinical records, and the Supplier acts as data processor in providing the Services.

5. Third-party providers

The Subscriber acknowledges that the Services may enable access to third-party websites and services, and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability in relation to the content or use of, or correspondence with, any third-party website. The Supplier does not endorse any third-party site made available via the Services.

6. Supplier's obligations

6.1 The Supplier warrants that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The warranty in clause 6.1 shall not apply to any non-conformance caused by use of the Services contrary to the Supplier's instructions, or modification of the Services by any party other than the Supplier. Where the Services do not conform, the Supplier will, at its expense, use reasonable commercial endeavours to correct the non-conformance promptly. This is the Subscriber's sole and exclusive remedy for any breach of the warranty.

6.3 The Supplier does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free, or that the Software or Services will be free from vulnerabilities or Viruses. The Supplier is not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks, including the internet.

6.4 Back-up. The Supplier shall follow its archiving and back-up procedures for Subscriber Data as set out in its Back-Up Policy available at www.rhadar.co.uk, as amended from time to time.

7. Subscriber's obligations

7.1 The Subscriber shall:

• (a) provide the Supplier with all necessary co-operation and access to information required to provide the Services;
• (b) comply with all applicable laws and regulations with respect to its use of the Services;
• (c) be solely responsible for the accuracy, quality and legality of the Subscriber Data and the means by which it was acquired;
• (d) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• (e) be solely responsible for procuring and maintaining its network connections and telecommunications links, and for any problems, delays or losses arising from those connections or from the internet.

7.2 Subscriber Data. The Subscriber retains all right, title and interest in and to the Subscriber Data that is not personal data, subject to the provisions of this agreement.

8. Charges and payment

8.1 Subscription Fee. The Rhadar Solo Subscription Fee is £45 per month, inclusive of VAT, as set out in Schedule 1. By subscribing, the Subscriber agrees to pay this recurring monthly fee for the duration of the Subscription Term.

8.2 Billing. The Subscription Fee is calculated on the last working day of each month and invoiced on the first working day of the following month, covering the previous month's usage. The Subscriber shall on the Effective Date provide valid, up-to-date billing details. Where the Subscriber provides card details, the Subscriber authorises the Supplier to charge that card for the Subscription Fee each month. Where the Supplier invoices the Subscriber, each invoice shall be paid within 30 days of the invoice date.

8.3 Late payment. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights, the Supplier may disable the Subscriber's password, account and access to all or part of the Services, and interest shall accrue daily on the overdue amount at an annual rate of 3% over the then-current base lending rate of the Supplier's UK bankers, from the due date until fully paid.

8.4 All amounts are payable in pounds sterling and are, save as expressly provided, non-cancellable and non-refundable. The Rhadar Solo Subscription Fee stated in Schedule 1 is inclusive of VAT.

8.5 Fee changes. The Supplier shall be entitled to increase the Subscription Fee at any time upon 90 days' prior notice to the Subscriber, and Schedule 1 shall be deemed amended accordingly.

9. Proprietary rights

The Subscriber acknowledges that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. This agreement does not grant the Subscriber any rights in respect of any patents, copyright, database right, trade secrets, trade names or trade marks relating to the Services or Documentation.

10. Confidentiality

10.1 Each party shall keep the other party's Confidential Information secret and confidential and shall not use it except for the purpose of performing its obligations under this agreement, nor disclose it except as permitted by this clause.

10.2 These confidentiality obligations do not apply to information which is or becomes generally available to the public (other than through breach of this agreement), was lawfully in the receiving party's possession before disclosure, or is required to be disclosed by law or a competent authority.

10.3 This clause shall survive for a period of five years following termination or expiry of this agreement.

11. Indemnity

11.1 The Subscriber shall indemnify and hold harmless the Supplier against all claims, losses, damages and reasonable costs arising out of or in connection with the Subscriber's use of the Services and/or Documentation.

11.2 The Supplier shall defend the Subscriber against any claim that the Subscriber's use of the Services in accordance with this agreement infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, subject to the Subscriber promptly notifying the Supplier and providing reasonable co-operation.

12. Limitation of liability

12.1 Except as expressly provided in this agreement, all warranties, representations and conditions implied by statute or common law are, to the fullest extent permitted by law, excluded. The Services and Documentation are provided "as is".

12.2 Nothing in this agreement excludes the Supplier's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

12.3 Subject to clauses 12.1 and 12.2, the Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data, or any indirect or consequential loss. The Supplier's total aggregate liability arising in connection with this agreement shall be limited to the total Subscription Fees paid by the Subscriber during the three months immediately preceding the date on which the claim arose.

13. Term and termination

13.1 Duration. This agreement commences on the Effective Date and continues for an initial term of one month (the Initial Subscription Term). Thereafter it renews automatically on a monthly basis (each a Renewal Period) unless either party gives the other written notice of termination of at least 30 days, in which case the agreement terminates at the end of the then-current month, or unless it is otherwise terminated in accordance with this agreement. The contract is treated as evergreen and continues indefinitely until either party issues notice of termination as provided in this agreement.

13.2 Without affecting any other right or remedy, either party may terminate this agreement with immediate effect by giving written notice if the other party fails to pay any amount due and remains in default for not less than 30 days after being notified in writing, commits a material breach that is not remedied within a reasonable period, or becomes insolvent or unable to pay its debts.

13.3 On termination of this agreement for any reason:

• (a) all licences granted under this agreement shall immediately terminate and the Subscriber shall cease all use of the Services and Documentation;
• (b) the Supplier may destroy or otherwise dispose of any Subscriber Data in its possession, subject to the Subscriber's right to request an export of their data prior to disposal; and
• (c) any rights, remedies, obligations or liabilities accrued up to the date of termination shall not be affected.

14. Force majeure

Neither party shall be in breach of this agreement, nor liable for any delay in performing or failure to perform, as a result of events beyond its reasonable control. The time for performance shall be extended accordingly.

15. General

15.1 Variation. No variation of this agreement shall be effective unless in writing and agreed by both parties.

15.2 Assignment. The Subscriber shall not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under this agreement without the Supplier's prior written consent. The Supplier may assign or transfer its rights and obligations under this agreement at any time.

15.3 No partnership or agency. Nothing in this agreement creates a partnership or agency between the parties.

15.4 Third-party rights. This agreement does not confer any rights on any person other than the parties to it under the Contracts (Rights of Third Parties) Act 1999.

15.5 Entire agreement. This agreement is the entire agreement between the parties and supersedes all previous agreements, promises and understandings relating to its subject matter.

16. Notices

Any notice under this agreement shall be in writing and delivered by hand, by pre-paid first-class post, or by email. Notices to the Supplier should be sent to Swift Digital Solutions, 128 East Barnet Road, Hertfordshire, EN4 8RE. Notices to the Subscriber will be sent to the postal or email address provided on sign-up.

17. Governing law and jurisdiction

This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 — Subscription fee

Rhadar Solo is provided for a single named user at a flat monthly subscription fee of £45 per month, inclusive of VAT. The Subscription Fee is calculated on the last working day of each month and invoiced on the first working day of the following month, covering the previous month's usage. The Subscription Fee includes unlimited clients, unlimited email support, UK hosting, encryption and daily backups.

Schedule 2 — Initial subscription term

All Rhadar Solo subscriptions are for a minimum of one month and are treated as evergreen, meaning the contract will continue indefinitely until either party issues notice of termination in accordance with clause 13 of this agreement.