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Terms Of Business

Definitions and Interpretation

When you click ‘I accept’ or show agreement by other means, the terms of this agreement govern your use of the Community Edition of Enate. This is an agreement between Enate Limited, (a company registered in England and Wales with company number 4077681) ('Supplier') and the organisation identified during the sign-up process (‘Customer’). The community edition is a live instance of Enate for evaluation use. All Transactional Customer Data is automatically purged monthly and Supplier does not provide support.

Terms of Business

  1. Definitions and Interpretation
    1. In this agreement:
      'Commencement Date' means any non-public information disclosed by Supplier or Customer which is expressly labelled as confidential or which the recipient ought reasonably to have regarded as confidential having regard to all the circumstances.
      'Confidential Information' means any non-public information disclosed by a party to the other party which is expressly labelled as confidential or which the recipient ought reasonably to have regarded as confidential having regard to all the circumstances.
      'Customer Data' means any data supplied by or on behalf of Customer or created as a result of processing such data.
      'Data Protection Legislation' means the then-applicable United Kingdom legislation relating to the protection and processing of personal data including the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018.
      'Enate' means the computer software application known as ‘Enate’ (as described in the Enate Hub) and any Updates, provided in the form of software-as-a-service.
      'Enate Hub' means the online resources of that name made available to customers of Supplier and which describes Enate (as revised from time to time).
      'Group Company' means any company of which Customer is a subsidiary (as defined in section 1159 of the Companies Act 2006) and any company which is a parent undertaking of Customer (as defined in section 1162 of the Companies Act 2006).
      'Intellectual Property Rights' means all patents, copyrights, design rights, trademarks, service marks, trade secrets, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
      'Maintenance & Support' ' is not included in the community edition of Enate.
      'Maintenance Release' means release of Enate which corrects faults, adds functionality or otherwise amends or upgrades Enate.
      'Update' means any additional or replacement Platform components which are made available by Supplier to Customer and all Maintenance Releases.
      'User' means an individual or a bot provided with access to Enate through unique login credentials. For these purposes, a bot is any user that: a) is not a human, and b) has unique login credentials. Note that Supplier does not operate a 'concurrent user' model, that is to say any individual or bot having access to Enate, whether or not actually making use of it at a given time, is regarded as a User. Typically each User will have a user name and password. Additional Users can be registered onto the system. Customer will be charged for the number of registered Users on Enate.
    2. The headings in this agreement do not affect its interpretation. References to clauses and schedules are to clauses and schedules of this agreement.
  2. Enate Subscription
    1. Supplier agrees to provide Customer, until terminated in accordance with this agreement, with:
      1. access to and use of Enate;
      2. access to and use of the Enate Hub in connection with use of Enate.
    2. Customers shall not:
      1. allow Enate to be used on Customer's behalf by any person other than an employee or bot of Customer and any Group Company;
      2. use Enate other than as specified in this clause 2 without the prior written consent of Supplier;
      3. adapt, alter, amend, modify, reverse engineer, decompile, disassemble or decode any component of Enate or translate any component into another language or write or derive any program from Enate except as expressly permitted by law;
      4. except as permitted by clause 2.2.1, share, sub-license or assign the benefit or burden of this agreement in whole or in part; or
      5. circumvent any activation key mechanisms supplied with Enate.
    3. Without prejudice to the restrictions set out in this clause 2 and to Supplier's rights and remedies arising out of any breach of such restrictions, to the extent that Customer makes Enate available to any persons other than Customer employees:
      1. it is Customer's obligation to ensure that all such use accords with the terms of this agreement; and
      2. Customer is responsible for the acts and omissions of all such Users.
  3. Supply of Enate
    1. Supplier shall provide access to Enate by a mutually convenient date to be agreed by the parties.
    2. Schedule 1 describes the manner in which Enate will be hosted by Supplier.
    3. If an activation key is supplied to Customer in order for it to access Enate, the key is provided on the same terms as access to Enate would otherwise be provided. Using the activation key to access Enate outside the scope of this agreement will be deemed to be a material breach of this agreement and an infringement of Supplier’s Intellectual Property Rights, entitling Supplier to immediately suspend access to Enate using that activation key.
    4. Customer shall maintain accurate and complete records of the number of Users and bots (including employees or contractors of an End User Customer) of Enate and shall on request by Supplier at any time (but not more than once in any 12 month period unless Supplier has reasonable cause), provide Supplier with a written declaration, signed by an officer of Customer, detailing the number of Users.
  4. Facilities to be provided by Supplier and by Customer
    1. Supplier shall make available Enate via the Internet.
    2. Customer is responsible for the providing the means of connection over the Internet to Enate.
    3. Customer acknowledges and agrees that some use of Enate may require the installation of software on the personal computers of Users. It is Customer's responsibility to ensure that such personal computers (and their internet connectivity and firewall settings) are of sufficient specification to run properly the relevant software. The minimum requirements applicable from time to time (including browser compatibility requirements) are stated within the Enate Hub.
  5. Group Company Use
    To the extent that this agreement permits use of Enate by entities other than just Customer, Customer agrees that:
    1. Customer remains liable for the acts and omissions of any such entities as if they were acts and omissions of Customer;
    2. any loss or damage arising in connection with Enate incurred by such entities will be actionable by Customer as if such loss and damage were incurred by Customer, but will not be actionable by such entities directly against Supplier; and
    3. Customer will be liable for any additional Charges arising as result of such use.
  6. Charges
    There is no charge for use of the community edition of Enate.
  7. Warranties
    1. Customer acknowledges that Enate is supplied for evaluation purposes only. It is supplied without any warranty as regards the quality of Enate and on the strict condition that it is not used commercially.
    2. Supplier does not warrant that the use of Enate will be entirely uninterrupted or error-free.
    3. Customer accepts responsibility for the selection of Enate to achieve its intended results.
    4. Supplier shall perform this agreement using reasonable care and skill.
    5. Supplier warrants that it is lawfully entitled to enter into the terms of this agreement and to supply Enate as set out in this agreement.
    6. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded.
  8. Customer Data and Data Protection Legislation
    1. Customer Data will remain Customer's exclusive property.
    2. Customer hereby grants to Supplier a licence to process Customer Data for the purpose of performing this agreement. Customer shall ensure that it is entitled to grant such licence.
    3. References to ‘controller’, ‘data subject’, ‘personal data’, ‘personal data breach’, ‘processor’, ‘processing’ and ‘supervisory authority’ have the meanings defined in the Data Protection Legislation. References to ‘sub-processor’ mean another processor appointed by a processor.
    4. Supplier has a subsidiary in India, Enate Technologies Private, to whom it sub-contracts certain services, including the processing of some Customer Data. Supplier shall ensure that any Customer Data transferred to its Indian subsidiary is afforded adequate protection within the meaning of the Data Protection Legislation and Supplier will remain responsible for the acts and omissions of its subsidiary.
    5. Except as described by clause 8.18, Supplier shall ensure that the datacentre used to host Enate and the Customer Data remains located within the United Kingdom or the European Economic Area.
    6. Without limiting Supplier obligations in the remainder of this clause 8, Customer is responsible for ensuring it is lawfully entitled to supply personal data to Supplier for processing under this agreement.
    7. In the context of all personal data provided to Supplier by or on behalf of Customer for processing under this agreement, the parties intend that Customer is the controller (or is acting on behalf of a controller) and Supplier is the processor of the personal data.
    8. Particulars stated by Customer and acknowledged by Supplier:
      Duration of processing Customer Data will be processed for the duration of this agreement unless Customer uses the option to purge Customer Data from Enate or until data is purged by Enate.
      The purpose of the processing Verifying that only authorised persons have access to Enate. Using Customer Data to operate workflows of the Customer’s design. The purpose is under the control of the Customer, and it is the Customer’s responsibility to keep a record of the processing of any personal data
      The types and categories of personal data and data subjects Log-in credentials for persons provided with access to Enate. The types and categories of personal data and data subjects are under the control of the Customer, and it is the Customer’s responsibility to keep a record of the processing of any personal data
    9. Particulars stated by Customer and acknowledged by Customer:
      List of subs-processors Suppliers uses a third party to host Enate. Customer gives general consent to sub-processing but Supplier remains responsible for the acts and omissions of the sub-processors. Upon request at any time, Supplier shall provide details of the sub-processors.
      The measures taken by the Supplier as described in clause 8.16.3 The measures deployed at any one time by the Supplier are set out at: link. Without limiting Supplier’s obligations in clause 8 generally and clause 8.16.3 specifically, the Supplier may change the measures so that they adapt to reflect changes in Enate and the state of the art as regards information security.
    10. Customer acknowledges that Enate includes a database schema that manifestly identifies some Customer Data as personal data. Before uploading personal data it is the responsibility of Customer to use the training available from the Supplier to learn how to use the features of Enate to identify personal data and the manner in which it might be necessary to search, update, export, delete or return such personal data as may be required by the Data Protection Legislation. Customer may request, and Supplier shall provide, such further assistance as Customer requires for the effective discharge of this responsibility but non-trivial requests might be chargeable.
    11. Enate does not distinguish personal data falling within special categories of personal data subject to additional protection under Data Protection Legislation. It is the responsibility of Customer to consider such requirements when discharging its responsibilities under this clause 8.
    12. If Customer makes Enate accessible to Users outside the European Economic Area, Customer is responsible for configuring such access in a way that is compatible with any Data Protection Legislation restrictions on processing outside the European Economic Area.
    13. Except insofar as Customer requires Supplier’s assistance because Enate does not provide Customer with the necessary access or features, Customer shall:
      1. determine when personal data ought to be deleted or when processing of personal data ought to cease;
      2. 8.13.2. take any steps to comply with the rights of data subjects for access to personal data, rectification or erasure of personal data, data portability, rights to be forgotten, and reply to any notices from data subjects; and
      3. 8.13.3. keep a record of processing with any greater information than that which is evident from this agreement.
    14. If Customer requests Supplier’s assistance with any of the matters listed in clauses 8.13.1 to 8.13.3, Supplier may treat any non-trivial requests as chargeable.
    15. Supplier and Customer shall each comply with Data Protection Legislation and shall not do anything that puts the other party in breach of its obligations under the Data Protection Legislation.
    16. Supplier shall:
      1. process the personal data only on documented instructions from Customer, including with regard to transfers of personal data to a third country or an international organisation outside the European Economic Area, unless required to do so by law to which Supplier is subject; and in such a case, Supplier shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
      2. ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      3. take all measures and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons;
      4. if there is a personal data breach in relation to any Customer Data, notify Customer without undue delay and, where practicable, within 48 hours and thereafter assist Customer with its obligations to notify the personal data breach to a supervisory authority;
      5. at the choice of Customer, securely delete or enable Customer to download all Customer Data (and thereby ensure the deletion or return of all personal data) upon termination of this agreement or when processing is no longer required;
      6. make available to Customer all information necessary to demonstrate compliance with the obligations in this clause 8 and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer; and
      7. immediately notify Customer if, in the opinion of Supplier, an instruction infringes Data Protection Legislation.
    17. To the extent that Supplier uses another processor to process any Customer Data, it is agreed that:
      1. Enate and such sub-processors are common to all Supplier customers and Supplier shall remain fully liable for the actions of its sub-processors at all times;
      2. from time to time, Supplier may appoint different sub-processors;
      3. Supplier shall impose on sub-processors the same data protection obligations as set out in clause 8.16;
      4. Supplier shall notify Customer in advance of any changed or new sub-processors or any material change to the processing done by sub-processors, thereby giving Customer an opportunity to object to such changes;
      5. if Supplier notifies Customer of any changes to sub-processors and Customer objects to such changes, Customer will be entitled to terminate this agreement (without liability for Supplier or Customer, and such termination will be deemed to be a no-fault termination).
    18. Supplier shall not process personal data (or permit any sub-processor to process such personal data) outside the European Economic Area without Customer consent and without ensuring the personal data is afforded adequate protection within the meaning of the Data Protection Legislation. Supplier will not be in breach of this clause 8 merely by reason of Supplier continuing to process or host personal data in the United Kingdom after a date when the United Kingdom ceases to be a member of the European Economic Area.
  9. Limitations and exclusions of liability
    1. Notwithstanding any other provision of this agreement, neither Supplier or Customer excludes or limits its liability for:
      1. death or personal injury caused by its negligence or the negligence of its officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. Supplier’s liability for Infringement Claims described in clause 10.3;
      4. any liability which may not be excluded by law.
    2. All timescales expressed in this agreement have been estimated in good faith. Time will not be of the essence for the performance of any timescale obligations in this agreement.
    3. Customer acknowledges that Enate is supplied for evaluation purposes only. It is supplied on the strict condition that it is not used commercially. Supplier will not be liable for any loss, damages, or claims whatsoever and howsoever arising in connection with use, loss of use, or defective use of Enate
  10. Intellectual property rights
    1. Nothing in this agreement will cause the transfer of any Intellectual Property Rights.
    2. Supplier will have ownership of all Intellectual Property Rights in any software, documents, processes, materials or other work product which Supplier creates in the course of performing this agreement.
    3. Supplier shall indemnify Customer with respect to any claim that may be brought against Customer for any alleged infringement of any Intellectual Property Rights (‘Infringement Claim’) based on the use of Enate by Customer in accordance with the terms of this agreement. Supplier will not be obliged to indemnify Customer if the alleged infringement arises out of use of Enate in combination with any hardware or software not supplied by Supplier if the alleged infringement would not have arisen but for such combination. Supplier will not be obliged to indemnify Customer where the Infringement Claim is attributable to possession, use, development, modification or maintenance of Enate (or any part thereof) by Customer other than in accordance with the terms of this agreement or use of a non-current release of Enate.
    4. clause 10.3 is conditional on:
      1. Customer notifying Supplier in writing, as soon as reasonably practicable, of any Infringement Claim of which Customer has notice;
      2. Customer not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without the prior written consent of Supplier; and
      3. Supplier having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and Customer giving Supplier all reasonable assistance in connection with those negotiations and such litigation at Supplier´s request and expense.
    5. If any Infringement Claim is made, or in Supplier's reasonable opinion is likely to be made, against Customer, Supplier may at its sole option and expense:
      1. procure for Customer the right to continue using Enate (or any part thereof) in accordance with the terms of this agreement; or
      2. modify Enate so that it ceases to be infringing; or
      3. replace Enate with comparable non-infringing software; or
      4. terminate this agreement immediately by notice in writing to Customer.
  11. Termination
    1. This agreement may be terminated at will by either of the parties by giving the other party written notice.
  12. Enate Changes
    Customer acknowledges and agrees that Supplier may make changes to Enate (including, but not limited to, changes to improve Enate). Supplier will update the Enate Hub to reflect such changes.
  13. Force majeure
    Supplier will not be liable for any delay or non-performance of its obligations under this agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. This clause 13 will not excuse Customer from any payment obligations under this agreement.
  14. Dispute Resolution
    1. If a dispute arises out of or in connection with this agreement (a ‘Dispute’):
      1. the parties will attempt to resolve the Dispute by escalating it to their respective executive officers;
      2. failing which, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
    2. Nothing in this clause 14 will restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or to protect any Intellectual Property Rights or trade secrets whether by way of injunctive relief or otherwise.
  15. Confidentiality
    1. Supplier and Customer shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other party disclose any of the other party's Confidential Information to any third party, unless such information is already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party.
    2. The terms of this agreement and the materials accessible using the Enate Hub are confidential and may not be disclosed by Customer without the prior written consent of Supplier.
    3. The terms of this agreement and the materials accessible using the Enate Hub are confidential and may not be disclosed by Customer without the prior written consent of Supplier.
    4. Supplier may disclose Confidential Information to its employees and subcontractors for the purposes only of performing this agreement and subject to a duty of confidentiality.
  16. Subcontracting
    Supplier may use subcontractors in the performance of this agreement provided that:
    1. such subcontractors will be selected using reasonable care and skill; and
    2. such subcontractors will be selected using reasonable care and skill; and
  17. Assignment
    1. Other than as set out in this clause 17, no party shall assign, transfer or otherwise deal in its rights and/or obligations under this agreement without the other party’s prior written consent (such consent not to be unreasonably withheld).
    2. In the event of a restructuring of a party’s group of companies, the party may transfer this agreement in whole (but not in part) to another company within its group provided that company is of sound financial standing.
    3. In the event of a sale of a party’s business, the party may transfer this agreement in whole (but not in part) to the purchaser of provided that the purchaser is of sound financial standing.
    4. Any transfer of this agreement will be on the basis of the transferee accepting all the rights, obligations and liabilities arising under this agreement, both before and after the date of transfer. The transfer shall only be effective if Supplier, Customer and the transferee have entered into a written agreement for the transfer.
  18. Waiver
    No forbearance or delay by a party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
  19. Severability
    No term of this agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this agreement.
  20. Third party rights
    If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.
  21. Entire agreement
    This agreement contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
  22. Governing law and jurisdiction
    This agreement and any dispute or claim arising out of or in connection with it (including any non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the exclusive jurisdiction of the courts in England and Wales.

Schedule 1: Hosting Description

This Schedule 1 describes in more detail how Supplier hosts Enate.

References to the ‘platform’ mean the Enate hosting environment. Capitalized terms used in this Schedule 1 are references to specific software modules, functions or facilities comprised within Enate as they are commonly known by trained users of Enate. All times are UK local time.
Supplier will:
  • Install Enate and configure and operate Enate in line with good practice in order to meet the availability and performance SLAs agreed.
  • Perform all administration of the platform including configuration of User Data Stores, installation and upgrade of Integration Adapters, installation of the platform plugins, configuration of password policies, configuration of platform level defaults, upload of logos for the login and work manager pages.
  • Provide and manage all server-side hardware and operating systems relating to the delivery of Enate including servers and communication equipment within a secure environment.
  • Provide Enate such that Customer’s data is logically separated from any other customer’s data.
  • Manage and install changes, new versions or patches to operating systems, the application or hardware;
  • Provide and manage firewall security to restrict access and block unnecessary ports;
  • Install and maintain anti-malware on all servers.
  • Give reasonable access and support as is required by Customer to perform regular vulnerability scanning and penetration testing provided that such testing is performed against the internet facing surface of Enate.
  • In the event of a security breach, allow Customer monitored access to servers in order to conduct forensic imaging of said servers.
  • Manage the platform in line with Supplier’s ISO27001 information security management system and set out in document ISMS 024 – ‘Enate Statement of Applicability and ISMS 025 - Enate Where is My Data and How is it Stored and Protected’ from time to time.

Hosted Service - Service Description

Supplier shall:
  • Provide Enate with an availability target of 99.5% per month, between 06:00 and 18:00, and 95% 24x7 - excluding scheduled outages. Supplier will give customers at least five days’ notice of any arranged downtime for scheduled outages. If at all possible, any planned maintenance will be performed between 21:00hrs and 06:00hrs and at any other scheduled time only in an emergency.
  • Perform all administration of the platform including configuration of User Data Stores, installation and upgrade of Integration Adapters, installation of the platform plugins, configuration of password policies, configuration of platform level defaults, upload of logos for the login and work manager pages.
  • Provide access to a test environment for a period of 3 weeks prior to any significant version upgrade (e.g. upgrading from version 4.3 to 4.4).
  • Deliver proactive monitoring and automated alerts to Customer highlighting potential process configuration issues that need to be addressed by Customer staff.
  • Make use of a Managed Intrusion Detection Service with customisable reporting and 24/5 alerting.

Restore from Backup

Supplier’s facilities and procedures for recovery of data are maintained in the Supplier’s documentation: ISMS 025 - Enate Where is My Data and How is it Stored and Protected, as updated from time to time.