pro-Forms^® Terms of Service

IMPORTANT – PLEASE READ CAREFULLY

These Terms of Service govern your access to and use of the pro-Forms platform and services provided by Resource Track (UK) Limited. By registering for a free trial, subscribing to a Plan or using the Services, you confirm that you have read and agree to be bound by these Terms on behalf of the organisation you represent.

These Terms apply to business customers only. If you are an individual acting outside the course of any trade, business, craft or profession, please contact us at contact@pro-forms.co.uk before using the Services.

1. INTERPRETATION

1.1 In these Terms, the following definitions apply:

Acceptable Use Policy means the acceptable use policy set out in Schedule 1, as updated from time to time in accordance with clause 18.

Authorised Users means those individuals whom the Customer permits to access and use the Services, including administrators, mobile app users and field workers, subject to the applicable Plan type.

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

Change of Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Commencement Date means the earlier of: (a) the date on which the Customer subscribes to a Plan; or (b) the date on which the Customer first accesses the Services (including during a free trial).

Confidential Information has the meaning given in clause 12.1.

Customer means the business entity or organisation that subscribes to the Services under these Terms.

Customer Data means all data, content and information uploaded to, submitted through or generated by use of the Services by the Customer or its Authorised Users, including form submissions, job records, asset records, employee profile data and any other data input to the Platform.

Documentation means the user guides, help centre materials and other technical and operational documentation made available by the Supplier at https://kb.pro-forms.co.uk/ or such other address as the Supplier notifies the Customer from time to time.

DPA means the Data Processing Agreement between the Supplier and the Customer governing the Supplier’s processing of personal data on behalf of the Customer as data processor, published at https://www.pro-forms.co.uk/data-processing-agreement.

Fees means the amounts payable by the Customer for the Services, as described on the Supplier’s website at https://www.pro-forms.co.uk and in clause 9.

Force Majeure Event means any circumstance beyond the reasonable control of the party relying on it, including acts of God, flood, drought, earthquake, pandemic, epidemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, imposition of sanctions, embargo, nuclear, chemical or biological contamination, collapse of buildings, fire, explosion, accident, interruption or failure of a utility service, failure of a third-party telecommunications or internet service provider, or acts of any governmental or regulatory authority.

Initial Term means the 30-day period beginning on the Commencement Date.

Intellectual Property Rights means all patents, utility models, rights in inventions, copyright and neighbouring rights, trade marks, service marks, trade names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for renewals or extensions, and all similar or equivalent rights subsisting now or in the future in any part of the world.

Normal Business Hours means 8:30 am to 5:15 pm, Monday to Friday, excluding public holidays in England.

Plan means the subscription plan or combination of plans selected by the Customer, as described on the Supplier’s website at https://www.pro-forms.co.uk.

Platform means the cloud-based SaaS platform operated by the Supplier, accessible via https://system.pro-forms.co.uk or through the iOS or Android mobile application.

Public-Facing Features means those elements of the Services that the Supplier makes available for access by persons who are not Authorised Users, including (a) read-only credential verification pages accessible via a Digital Profile QR code; and (b) online forms made available by a Customer for completion by third-party respondents.

Renewal Period means each successive 30-day period following the Initial Term, during which the Customer’s subscription continues in accordance with clause 15.

Services means the subscription services provided by the Supplier to the Customer via the Platform, comprising the features and functionality described on the Supplier’s website at https://www.pro-forms.co.uk and the Documentation for the Customer’s selected Plan(s).

Software means the online software applications comprising the Platform, including the browser-based interface and the iOS and Android mobile application.

Subscription Term means the Initial Term together with all subsequent Renewal Periods.

Supplier means Resource Track (UK) Limited, a company incorporated in England and Wales (company number 05781330) whose registered office is at 66 Fellows Lane, Harborne, Birmingham B17 9TX, trading as pro-Forms.

Third-Party Services means third-party websites, platforms and services that the Services integrate with or enable access to, as updated from time to time.

Virus means any thing or device (including any software, code, file or programme) that may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses and similar things or devices.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to the confidentiality, integrity or availability of the Supplier’s systems or the Services, and Vulnerabilities shall be interpreted accordingly.

1.2 In these Terms:

(a) a reference to a “clause” or “Schedule” is to a clause or schedule of these Terms;

(b) a reference to “writing” or “written” includes email;

(d) words in the singular include the plural and vice versa;

(e) a reference to a statute or statutory provision is a reference to it as in force at the relevant time and includes any subordinate legislation made under it; and

(f) a reference to a “person” includes an individual, company, partnership or other body (whether or not having separate legal personality).

2. FORMATION AND BASIS OF CONTRACT

2.1 These Terms take effect from the Commencement Date. By registering for a free trial, subscribing to a Plan, clicking to accept these Terms or otherwise using the Services, the Customer confirms that it has read, understood and agrees to be bound by these Terms on behalf of the organisation it represents.

2.2 These Terms apply to the exclusion of any other terms that the Customer purports to apply, whether contained in a purchase order, specification or elsewhere. No terms submitted by or on behalf of the Customer shall form part of the contract between the parties unless expressly accepted by the Supplier in writing.

2.3 The Customer warrants that:

(a) it is a business and is not acting as a consumer; and

(b) the individual accepting these Terms on behalf of the Customer has authority to bind the Customer.

2.4 These Terms, together with the DPA, Schedule 1 and any written order confirmation issued by the Supplier, constitute the entire agreement between the parties in relation to the Services. In the event of any inconsistency, clause 19.3 applies.

3. LICENCE GRANT

3.1 Subject to the Customer’s payment of the Fees and compliance with these Terms, the Supplier grants to the Customer a non-exclusive, non-transferable, revocable licence during the Subscription Term to permit its Authorised Users to access and use the Services and the Documentation solely for the Customer’s own internal business purposes.

3.2 The licence granted under clause 3.1 is limited to the Plan(s) subscribed to by the Customer. The Customer may add Plans at any time in accordance with clause 4.

3.3 The Customer shall not:

(a) sub-license, sell, resell, transfer, assign, distribute or otherwise make the Services available to any third party, except that (i) Authorised Users may use the Services in the course of their work for the Customer; and (ii) third parties and members of the public may access Public-Facing Features to the extent and in the manner for which those features are designed, without being Authorised Users;

(b) use the Services to provide services to third parties on a bureau or managed service basis without the Supplier’s prior written consent;

(c) copy, modify, adapt, disassemble, reverse compile or reverse engineer, or create derivative works from, any part of the Software or Documentation;

(d) access the Services or Documentation in order to build a product or service that competes with the Services;

(e) use the Services in any way that contravenes applicable law or the Acceptable Use Policy; or

(f) introduce or permit the introduction of any Virus or Vulnerability into the Platform or the Supplier’s network and information systems.

3.4 The Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Services and shall promptly notify the Supplier in writing if it becomes aware of any such unauthorised access or use.

3.5 The rights granted under this clause 3 are granted to the Customer only and do not extend to any subsidiary, holding company, affiliate or other third party without the Supplier’s prior written consent.

4. PLANS AND SUBSCRIPTIONS

4.1 The Services are provided through the Plans described on the Supplier’s website at https://www.pro-forms.co.uk. The Customer may subscribe to one or more Plans. Details of the features, permitted Authorised Users and pricing applicable to each Plan are set out on the Supplier’s website at https://www.pro-forms.co.uk.

4.2 The Customer may add or remove additional Plans or increase or decrease the number of Authorised Users within a Plan at any time by notifying the Supplier in writing.

4.3 Any changes under clause 4.2 shall take effect immediately, whereas the revised charges shall only apply from the start of the next Renewal Period and not before.

4.4 Free trial. The Supplier may offer a free trial period of 21 days from the date of registration, during which the Customer may access the Services on the basis of these Terms. At the end of the trial period, access will cease unless the Customer subscribes to a paid Plan. Customer Data uploaded during a free trial will be retained for no more than 14 days after the end of the trial period and then permanently deleted. During the free trial period, the Supplier may restrict access to certain features or functionality of the Services.

4.5 Professional Services. The Supplier may provide implementation, configuration, form creation and training services (the ‘Professional Services‘) at the rates set out on the Supplier’s website at https://www.pro-forms.co.uk. Professional Services are separate from the subscription Services and are subject to the Supplier’s written acceptance of a service request in each case. The provisions of clauses 11 (Intellectual Property), 12 (Confidentiality), 13 (Indemnity), 14 (Limitation of Liability) and 19 (General) apply to Professional Services as they apply to the Services.

5. SUPPLY OF THE SERVICES

5.1 The Supplier shall, during the Subscription Term, provide the Services in accordance with these Terms and the Documentation and shall use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for:

(a) planned maintenance carried out during a maintenance window notified to the Customer in advance; and

(b) unscheduled maintenance, for which the Supplier will use reasonable endeavours to give at least 6 hours’ advance notice.

5.2 The Supplier shall provide the Customer with access to standard customer support during Normal Business Hours by telephone (0330 1242 160) and email (contact@pro-forms.co.uk). Support is included within the Fees. The Supplier may offer enhanced support packages separately at additional cost.

5.3 The Supplier shall follow its backup and archiving procedures as described in the Documentation. In the event of loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the most recent backup of such Customer Data. The Supplier shall not be responsible for loss or corruption of Customer Data caused by the Customer’s own actions or by third parties not engaged by the Supplier.

5.4 The Supplier does not warrant that:

(a) the Customer’s use of the Services will be uninterrupted or error-free;

(b) the Services will meet any particular requirements of the Customer beyond those described in the Documentation; or

5.5 The Customer acknowledges that the Services may integrate with or enable access to Third-Party Services. In relation to Third-Party Services:

(a) the Supplier does not endorse any Third-Party Service and makes no representations or warranties, express or implied, regarding the quality, accuracy, availability, security or suitability of any Third-Party Service for the Customer’s purposes;

(b) the Supplier does not guarantee that any integration between the Services and a Third-Party Service will operate continuously or error-free. The Supplier may modify, suspend or terminate any integration at its sole discretion without prior notice or liability, including where a third-party provider changes its API, terms of service or functionality in a way that makes the integration unfeasible or uneconomical;

(c) the Supplier excludes all liability for any loss, damage or cost arising from or in connection with any Third-Party Service, including any unavailability, performance failure, data breach or other failure of a Third-Party Service; and

(d) the Supplier is not a party to any agreement between the Customer and a third-party provider and assumes no responsibility for any such agreement. The Customer is solely responsible for compliance with the terms of any Third-Party Service it uses in connection with the Services.

5.6 The Supplier shall comply with all applicable laws in the performance of its obligations under these Terms and shall maintain all necessary licences, consents and permissions needed to provide the Services.

5.7 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care. The Supplier’s obligations under this clause 5.7 do not apply to the extent that any non-conformance is caused by: (a) the Customer’s use of the Services contrary to the Documentation or these Terms; or (b) modification or alteration of the Services by any party other than the Supplier or its duly authorised contractors or agents.

5.8 If the Services do not conform with clause 5.7, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of clause 5.7.

6. AI FEATURES

6.1 The Services may include AI-powered features from time to time (each an ‘AI Feature’ and together the ‘AI Features‘). Where provided, AI Features may be powered by third-party large language models or other artificial intelligence systems (each an ‘AI Model‘).

6.2 Each AI Feature is provided as a productivity tool to assist Authorised Users with tasks within the scope of the page or function they are currently using. AI Features do not make binding decisions, and their outputs should be independently reviewed and verified by the Customer before reliance.

6.3 The Supplier does not warrant that the outputs of any AI Feature will be accurate, complete, up-to-date, or fit for any particular purpose, or that they will not infringe the Intellectual Property Rights of any third party. The Customer assumes sole responsibility for any decision made or action taken in reliance on AI-generated output, including any use of such output that may infringe third-party rights.

6.4 The Customer acknowledges that:

(a) AI technology is subject to ongoing development and the capabilities, limitations and behaviour of any AI Feature may change over time;

(b) AI-generated outputs may be inaccurate, incomplete or inappropriate; and

6.5 The Customer shall ensure that its Authorised Users are made aware of the nature and limitations of any AI Features before using them.

7. CUSTOMER OBLIGATIONS

7.1 The Customer shall:

(a) provide the Supplier with all reasonable cooperation and access to information required for the provision of the Services;

(b) ensure that its Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms as if it were the Customer’s own breach;

(c) ensure that all usernames and passwords issued to Authorised Users are kept confidential and not shared between individuals; and promptly notify the Supplier at contact@pro-forms.co.uk if any credentials are lost, stolen or believed to be compromised;

(d) maintain a current and accurate list of Authorised Users and promptly archive users who cease to be authorised to use the Services, and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time;

(e) without affecting its other obligations, comply with all applicable laws and regulations in connection with its use of the Services, including data protection legislation, sanctions laws and any sector-specific regulatory requirements;

(f) obtain and maintain all consents and permissions necessary to permit the Supplier to process the Customer Data in connection with the provision of the Services; and

(g) be solely responsible for procuring, maintaining and securing its network connections and telecommunications links to the Platform, and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to the Customer’s own network connections, telecommunications links or devices, or caused by the internet;

(h) inform its Authorised Users of, and ensure their compliance with, the Acceptable Use Policy before their first use of the Services; and

(i) where the mobile application presents end-user terms of use on first launch, procure that each Authorised User accepts those terms before access to the application is granted;

(j) permit the Supplier or the Supplier’s designated auditor to audit the Customer’s use of the Services in order to verify the identity of each Authorised User and the Customer’s compliance with clauses 7.1(c) and 7.1(d). Each such audit may be conducted no more than once per calendar quarter, at the Supplier’s expense, on reasonable prior written notice and in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

(k) if any audit referred to in clause 7.1(j) reveals that any password or access credentials have been provided to any individual who is not an Authorised User, promptly disable such password or credentials; and

(l) if any audit referred to in clause 7.1(j) reveals that the Customer has underpaid Fees to the Supplier, pay to the Supplier an amount equal to such underpayment, calculated in accordance with the applicable rates set out on the Supplier’s website at https://www.pro-forms.co.uk, within 10 Business Days of the date of the relevant audit.

7.2 The Customer is solely responsible for the accuracy, legality, reliability and quality of the Customer Data, and for the means by which the Customer Data was obtained. The Supplier shall have no liability for any damage caused by errors, inaccuracies, unlawful content or deficiencies in the Customer Data.

7.3 The Customer’s obligations in respect of personal data collected through Public-Facing Features are set out in clause 10.7.

7.4 The Supplier shall not be liable for any delay or failure in delivering the Services to the extent that such delay or failure is caused by the Customer’s failure to comply with its obligations under this clause 7.

8. ACCEPTABLE USE

8.1 The Customer shall comply with the Acceptable Use Policy at all times.

8.2 The Supplier reserves the right to:

(a) suspend or restrict the Customer’s access to all or part of the Services with immediate effect and without prior notice where it reasonably believes that a serious breach of the Acceptable Use Policy has occurred or is occurring, or where there is an immediate risk of harm to the Supplier, its other customers or any third party (and Fees shall continue to accrue during any such period of suspension); and

(b) require the Customer to remove, amend or disable access to any Customer Data that the Supplier reasonably believes to be in breach of these Terms or the Acceptable Use Policy.

8.3 Where the Supplier suspends access under clause 8.2(a), it shall notify the Customer as soon as reasonably practicable after suspension and shall specify the grounds for suspension.

8.4 The Supplier’s rights under clause 8.2 are without prejudice to its right to terminate under clause 15 or to any other rights or remedies available to it.

9. CHARGES AND PAYMENT

9.1 The Customer shall pay the Fees applicable to its selected Plan(s) in accordance with this clause 9.

9.2 Where the Supplier collects Fees by direct debit, collection will commence once the Customer has completed a direct debit mandate in such form as the Supplier requires.

9.3 The Supplier may make the commencement of a new subscription, or the renewal of an existing subscription, conditional on the Customer first completing a valid direct debit mandate.

9.4 Where the Supplier invoices the Customer (including during any transitional period), invoices are payable within 30 days of the invoice date.

9.5 If the Supplier has not received payment in full by the due date, and without prejudice to any other rights and remedies available to it:

(a) the Supplier may, on not less than 5 Business Days’ written notice, suspend the Customer’s access to all or part of the Services until outstanding amounts are paid in full; and

(b) interest shall accrue on overdue amounts at an annual rate of 4% above the base rate of Barclays Bank plc from time to time, from the due date until the date of actual payment, whether before or after judgment.

9.6 All Fees:

(a) are stated in pounds sterling;

(b) are non-cancellable and non-refundable, save as expressly set out in these Terms; and

9.7 Fee increases. The Supplier may increase the Fees with effect from the start of any Renewal Period by giving the Customer not less than 30 days’ prior written notice. Where the Customer does not wish to accept an increase, it may terminate its subscription before the increased Fees take effect by giving written notice in accordance with clause 15.2. Continued use of the Services after the effective date of the increase constitutes the Customer’s acceptance of the new Fees.

9.8 Enterprise Asset Manager annual platform charge. Where the Customer subscribes to the Enterprise Asset Manager Plan, an annual platform charge is also payable as set out on the Supplier’s website at https://www.pro-forms.co.uk. The annual platform charge is payable upfront on the Commencement Date and on each anniversary thereof and is non-refundable on early termination.

9.9 Where the Customer disputes any invoice, it must notify the Supplier in writing within 14 days of the invoice date, setting out the grounds for dispute in reasonable detail. The Supplier shall investigate promptly and issue any necessary credit note. Undisputed amounts remain payable by the due date.

9.10 Referral scheme. The Supplier may operate a referral programme under which existing Customers may qualify for discounts on Fees for successful referrals of new customers. Any referral discount is subject to the Supplier’s separate referral scheme terms as published from time to time. Where a Customer provides the Supplier with the personal data of a potential referral, the Customer warrants that it has a lawful basis for sharing that individual’s personal data with the Supplier and that doing so is consistent with the Customer’s own privacy notices.

10. DATA PROTECTION

10.1 The parties acknowledge that in providing the Services, the Supplier will process personal data on behalf of the Customer as data processor. The full terms on which the Supplier processes personal data as data processor are set out in the DPA, which forms part of the contract between the parties.

10.2 Each party shall comply with its respective obligations under applicable data protection legislation, including the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (as amended).

10.3 The Customer warrants that it has all necessary authority and consents to transfer Customer Data (including any personal data within it) to the Supplier for processing in connection with the Services.

10.4 The Supplier shall process personal data only in accordance with the Customer’s documented instructions as set out in the DPA, except where otherwise required by applicable law.

10.5 All personal data within the Services is stored in UK-based data centres. The Supplier shall not transfer personal data outside the United Kingdom without the Customer’s prior written consent, except as set out in the DPA. Where the Customer uses any AI Feature, personal data submitted to that AI Feature may be processed by the relevant AI Model provider outside the United Kingdom under appropriate safeguards as set out in the DPA and the sub-processor schedule thereto.

10.6 The Customer is responsible for ensuring that its own use of the Services – including any personal data it collects through the Online Forms product from third-party respondents – complies with applicable data protection law. The Supplier acts as processor only in relation to Customer Data and is not responsible for data processing activities carried out by the Customer as controller in relation to third-party respondents or employees.

10.7 Where any Public-Facing Feature involves the collection of personal data from third parties or members of the public, the Customer is the data controller in respect of that data and is solely responsible for: (a) ensuring that a lawful basis for processing exists; (b) providing a compliant privacy notice to those individuals before collection, in accordance with Article 13 UK GDPR; (c) identifying itself as data controller in any such notice; and (d) not using Public-Facing Features to collect personal data by deception or without a genuine lawful purpose. The Supplier processes such data solely as data processor on the Customer’s instructions as set out in the DPA.

11. INTELLECTUAL PROPERTY

11.1 The Customer acknowledges and agrees that all Intellectual Property Rights in the Services, the Platform, the Software and the Documentation are owned by or licensed to the Supplier. These Terms do not grant the Customer any rights in or to the Supplier’s Intellectual Property Rights except as expressly set out herein.

11.2 All Intellectual Property Rights in the Customer Data are owned by the Customer (or its licensors). For the avoidance of doubt, any output generated by any AI Feature and provided to the Customer is deemed to be Customer Data. The Customer grants the Supplier a non-exclusive, royalty-free licence during the Subscription Term to host, copy, transmit and process the Customer Data solely to the extent necessary to provide the Services and perform the Supplier’s obligations under these Terms.

11.3 The Supplier confirms that it has all rights necessary to provide the Services and grant the licences in these Terms, and that the Customer’s use of the Services in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

11.4 The Supplier may aggregate and anonymise Customer Data to produce statistical, analytical and benchmarking data ("Aggregated Data") regarding the use of the Services. Aggregated Data shall not contain any information that identifies the Customer or its Authorised Users as the source. All Intellectual Property Rights in the Aggregated Data are owned by the Supplier. The Supplier may use Aggregated Data for the purposes of product improvement, service analytics and industry benchmarking.

11.5 Where the Customer provides any feedback, suggestions, ideas or enhancement requests to the Supplier in connection with the Services, the Customer grants the Supplier a worldwide, perpetual, irrevocable, royalty-free licence to use, copy, modify and incorporate such feedback into the Services and any other products or services without any obligation of confidence, attribution or compensation to the Customer.

11.6 The Supplier may use the Customer’s name, logo and trade marks in its marketing materials, customer lists and on its website to publicly identify the Customer as a user of the Services, unless the Customer notifies the Supplier in writing that it wishes to opt out of such use.

11.7 The Customer shall not make, or permit any person to make, any public announcement concerning these Terms or its use of the Services without the Supplier’s prior written consent (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, or any court or other authority of competent jurisdiction.

12. CONFIDENTIALITY

12.1 For the purposes of these Terms, Confidential Information means all confidential or proprietary information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with these Terms, whether disclosed in writing, orally or by any other means, including information about either party’s business, operations, customers, pricing, technical systems, plans and affairs.

12.2 The Receiving Party shall:

(a) keep the Disclosing Party’s Confidential Information secret and confidential;

(b) not use the Confidential Information except for the purpose of exercising its rights or performing its obligations under these Terms; and

(c) not disclose the Confidential Information to any third party, except to those employees, contractors or advisers who have a need to know it for the purposes of these Terms and who are bound by confidentiality obligations at least as protective as those in this clause 12.

12.3 The obligations in clause 12.2 do not apply to information that:

(a) is or becomes publicly available other than through a breach of these Terms;

(b) was already known to the Receiving Party before disclosure by the Disclosing Party;

(d) must be disclosed by law, court order or regulatory authority, provided that (to the extent permitted by law) the Receiving Party gives the Disclosing Party as much prior written notice as is reasonably practicable.

12.4 Each party retains all rights in its Confidential Information. No licence or other right in any Confidential Information is granted except as expressly stated in these Terms.

12.5 The obligations in this clause 12 shall survive termination or expiry of these Terms for a period of 5 years.

12.6 On termination or expiry of these Terms for any reason, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all of the other party’s Confidential Information from its computer and communications systems and devices (including systems and data storage services provided by third parties), to the extent technically and legally practicable; and

(c) certify in writing to the other party within 10 Business Days of any written request received following the effective date of termination that it has complied with this clause 12.6,

provided that a party may retain documents and materials containing the other party’s Confidential Information to the extent required by applicable law or any governmental or regulatory authority, in which case the obligations in this clause 12 shall continue to apply to any such retained materials.

13. INDEMNITY

13.1 The Customer shall indemnify, defend and hold harmless the Supplier and its directors, employees and agents from and against all losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) the Customer’s breach of any applicable law or regulation;

(b) any Customer Data that infringes or is alleged to infringe the rights of any third party; or

provided that: (i) the Supplier gives the Customer prompt written notice of any such claim; (ii) the Supplier provides reasonable cooperation in the defence and settlement of such claim at the Customer’s expense; and (iii) the Customer has sole authority to defend or settle the claim, subject to the Supplier’s prior approval of any settlement that affects the Supplier’s rights, reputation or obligations.

13.2 The Supplier shall defend the Customer against any claim that the Customer’s use of the Services in accordance with these Terms infringes any United Kingdom patent, copyright, trade mark or database right, and shall indemnify the Customer for amounts awarded in judgment or settlement of such claim, provided that: (a) the Supplier is given prompt written notice of the claim; (b) the Customer does not make any admission or attempt to settle without the Supplier’s consent; and (c) the Supplier has sole authority to defend or settle.

13.3 In the event of a claim under clause 13.2, the Supplier may at its option: (a) procure for the Customer the right to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is reasonably available, terminate the relevant Services on 5 Business Days’ written notice and refund any prepaid Fees attributable to the unexpired portion of the then-current Renewal Period.

13.4 The indemnity at clause 13.2 shall not apply where the alleged infringement arises from:

(a) any modification of the Services by the Customer;

(b) use of the Services otherwise than in accordance with these Terms;

(d) the Customer’s continued use of the Services after being notified of a potential infringement; or

(e) any output generated by any AI Feature.

13.5 Clauses 13.2 to 13.4 state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including its employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. LIMITATION OF LIABILITY

14.1 In this clause 14, liability means every kind of liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.

14.2 Nothing in these Terms excludes or limits the Supplier’s liability for:

(a) death or personal injury caused by the Supplier’s negligence;

(b) fraud or fraudulent misrepresentation; or

14.3 Subject to clause 14.2, the Supplier shall have no liability to the Customer for:

(a) loss of profits;

(b) loss of revenue or anticipated savings;

(d) loss or corruption of data or information;

(e) depletion of goodwill or damage to reputation; or

(f) any indirect, special or consequential loss or damage,

in each case whether or not the Supplier had been advised of the possibility of such losses. Nothing in this clause 14.3 excludes or limits either party’s liability under applicable data protection legislation.

14.4 Subject to clauses 14.2 and 14.3, the Supplier’s total aggregate liability to the Customer in respect of all claims arising under or in connection with these Terms in any 12-month period shall not exceed the greater of the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim; and £1,000:

14.5 The Customer assumes sole responsibility for the results it obtains from its use of the Services. The Supplier shall not be responsible for any loss or damage caused by errors, inaccuracies or unlawful content in the Customer Data, or by the Customer’s reliance on outputs generated by any AI Feature.

14.6 The Supplier shall not be responsible for any delay, failure or loss arising from:

(a) the transfer of data over communications networks and the internet, which are outside the Supplier’s reasonable control; or

(b) any failure, interruption or defect in any Third-Party Service or integration.

14.7 All warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

14.8 Nothing in this clause limits the Customer’s liability to the Supplier. In particular, the Customer’s liability for infringement or misappropriation of the Supplier’s Intellectual Property Rights is not subject to any cap under these Terms.

14.9 For the avoidance of doubt, the limitations and exclusions in this clause 14 apply to any loss arising from the Customer’s use of any AI Feature, including any inaccuracy, error or omission in AI-generated output and any infringement of third-party rights arising from the Customer’s use of such output.

15. TERM AND TERMINATION

15.1 These Terms commence on the Commencement Date and continue for the Initial Term. Unless terminated earlier in accordance with this clause 15, the subscription shall automatically renew for successive Renewal Periods.

15.2 Either party may terminate the Customer’s subscription by giving the other party not less than 30 days’ written notice, such termination to take effect at the end of the Renewal Period current at the expiry of that notice.

15.3 For the avoidance of doubt, termination under this clause does not entitle the Customer to a refund of any annual platform charge already paid under clause 9.8.

15.4 Either party may terminate these Terms immediately by written notice if:

(a) the other party commits a material breach of these Terms and (if the breach is capable of remedy) fails to remedy it within 14 days of written notice requiring it to do so;

(b) the other party is unable to pay its debts as they fall due, enters into any compromise or arrangement with its creditors, has a receiver, administrator or liquidator appointed over it (or any material part of its assets), passes a resolution for winding up, or is subject to any equivalent process in any jurisdiction; or

(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy.

15.5 In addition to its rights under clause 15.3, the Supplier may terminate these Terms immediately by written notice where:

(a) the Customer fails to pay any Fees by the due date and fails to remedy the non-payment within 5 Business Days of written notice from the Supplier requiring payment; or

(b) the Customer commits a serious or persistent breach of the Acceptable Use Policy.

16. CONSEQUENCES OF TERMINATION

16.1 On termination or expiry of these Terms for any reason:

(a) all licences granted to the Customer under these Terms shall immediately terminate and the Customer shall cease all use of the Services and Documentation;

(b) all sums due and payable to the Supplier under these Terms shall remain enforceable; and

(c) the following clauses shall survive and continue in full force and effect: clauses 1 (Interpretation), 11 (Intellectual Property), 12 (Confidentiality), 14 (Limitation of Liability), 16 (Consequences of Termination) and 19 (General).

16.2 Data export. For a period of 14 days following the effective date of termination (the Export Period), the Customer may request an export of its Customer Data in a standard machine-readable format (CSV or equivalent). The Supplier shall use reasonable commercial endeavours to provide the export within the Export Period. The Customer acknowledges that this export obligation is limited to structured database records and does not include unstructured or binary data such as images, attachments or PDF documents.

16.3 Following expiry of the Export Period, the Supplier shall delete all Customer Data in its possession (including Customer Data held in any back-up copies as part of the normal lifecycle), subject to any retention obligation imposed by applicable law. The Supplier shall have no liability to the Customer in respect of Customer Data deleted in accordance with this clause.

16.4 The Supplier is not obliged to provide the export under clause 16.2 if any Fees are overdue at the time of the export request. The Export Period is suspended until all outstanding Fees are paid in full.

16.5 Termination shall be without prejudice to any rights or remedies that have accrued before the date of termination.

17. FORCE MAJEURE

17.1 Neither party shall be in breach of these Terms or otherwise liable to the other for any delay or failure in the performance of its obligations to the extent that such delay or failure results from a Force Majeure Event.

17.2 The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable, describing the nature and expected duration of the event and the obligations affected.

17.3 If a Force Majeure Event continues for 30 or more consecutive days, either party may terminate these Terms by giving 14 days’ written notice.

17.4 On termination under this clause, the Supplier shall refund any prepaid Fees attributable to the period after the effective date of termination.

18. AMENDMENTS TO THESE TERMS

18.1 The Supplier may amend these Terms from time to time by publishing a revised version at the URL referred to in clause 18.4. The Supplier shall notify the Customer of any material amendment not less than 30 days before the effective date of the change. Such notice may be given by email to the Customer’s registered email address, by a notice displayed on the Platform or by a notice on the Supplier’s website.

18.2 Where the Customer does not wish to accept a material amendment, it may terminate its subscription by giving written notice before the amendment takes effect in accordance with clause 15.2. Continued use of the Services after the effective date of an amendment constitutes the Customer’s acceptance of the amended Terms.

18.3 No amendment proposed by the Customer shall take effect unless expressly agreed in writing by an authorised representative of the Supplier.

18.4 The current version of these Terms is published at https://www.pro-forms.co.uk/terms-of-business and the version applicable to a Customer at any time is that published as at the relevant date.

19. GENERAL

19.1 Entire agreement. These Terms, together with the DPA and the documents incorporated by reference, constitute the entire agreement between the parties relating to the Services and supersede all prior representations, warranties, understandings and agreements between them, whether written or oral, relating to the same subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause 19.1 limits or excludes any liability for fraud.

19.2 Variation. No amendment or variation of these Terms (other than pursuant to clause 18) shall be effective unless made in writing and signed by an authorised representative of each party.

19.3 Conflict. In the event of any inconsistency between documents forming part of the contract, the following order of priority shall apply: (1) the main body of these Terms; (2) any written order confirmation issued by the Supplier; (3) the Schedules; (4) the DPA.

19.4 Waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that right or remedy. A waiver shall only be effective if given in writing.

19.5 Rights and remedies. The rights and remedies provided in these Terms are cumulative and are not exclusive of any rights or remedies provided by law.

19.6 Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted without affecting the validity and enforceability of the remaining provisions. Where any provision is so deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the deleted provision.

19.7 Assignment. The Customer may not assign, transfer, charge or deal in any other manner with its rights or obligations under these Terms without the Supplier’s prior written consent. The Supplier may assign or transfer its rights and obligations under these Terms to any successor to its business (whether by sale, merger, reorganisation or otherwise), provided that it gives the Customer not less than 30 days’ prior written notice. In the event of a change of control of the Supplier, the Supplier shall notify the Customer promptly in writing.

19.8 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties. Neither party has authority to act in the name of, or to bind, the other.

19.9 Third party rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of these Terms. The Supplier’s right to amend these Terms in accordance with clause 18, and the rights of either party to terminate these Terms in accordance with clause 15, are not subject to the consent of any third party.

19.10 Notices.

(a) Any notice given under or in connection with these Terms shall be in writing and delivered by email (with delivery confirmation) or by pre-paid first-class post to the address set out in below or such other address as a party notifies in writing. An email notice is deemed received at the time of successful transmission (or, if that time falls outside Normal Business Hours, at the start of the next Business Day). A postal notice is deemed received two Business Days after posting. This clause 19.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

(b) The address for notices to the Supplier shall be: 66 Fellows Lane, Harborne, Birmingham B17 9TX (Email: contact@pro-forms.co.uk).

19.11 Governing law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.12 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.

SCHEDULE 1 – ACCEPTABLE USE POLICY

1. Purpose

This Acceptable Use Policy (the "AUP") sets out the rules that govern all use of the pro-Forms platform and services. All Customers and Authorised Users must comply with this AUP at all times.

Breach of this AUP constitutes a material breach of the Terms of Service and may result in immediate suspension or termination of access to the Services.

2. Prohibited Uses

2.1 Fraudulent and deceptive activity

You must not:

(a) impersonate any person, organisation or entity, whether or not that person or organisation is a user of the Services;

(b) make fraudulent, misleading or dishonest representations through any feature of the Services; or

2.2 Unlawful activity

You must not:

(a) use the Services to carry out or facilitate any activity that is unlawful under the laws of England and Wales or any other applicable jurisdiction;

(b) process personal data in a manner that contravenes applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018; or

(c) use the Services in connection with any activity that infringes the intellectual property rights, privacy rights or other legal rights of any person.

2.3 Harmful or offensive content

You must not upload, transmit, store or process any content that is:

(a) defamatory, discriminatory, obscene, sexually explicit, or promoting unlawful violence or hatred; or

(b) used to harass, threaten, abuse or intimidate any person.

2.4 Platform integrity

You must not:

(a) attempt to gain unauthorised access to any part of the Platform or to any other customer’s account or data;

(b) introduce any Virus or malicious code into the Platform or the Supplier’s network and information systems;

(c) use the Services in a way that places a disproportionate or unreasonable load on the Platform’s infrastructure or interferes with other customers’ use of the Services;

(d) use automated scraping, crawling or data extraction tools to access the Platform, except as expressly permitted by the Supplier; or

(e) use the Services in any way that could damage the Supplier’s reputation.

3. Reporting

The Customer shall promptly notify the Supplier at contact@pro-forms.co.uk if it becomes aware of any actual or suspected breach of this AUP, whether by its own Authorised Users, by a third party or by any other person.

4. Cooperation with Authorities

Where the Supplier has reasonable grounds to believe that unlawful activity has occurred in connection with a Customer’s use of the Services, it may disclose information to appropriate law enforcement or regulatory authorities and cooperate with any investigation. The Customer shall cooperate fully with the Supplier, and with any relevant authority, in any such investigation.

5. Third-Party Complaints and Notice-and-Takedown

Where the Supplier receives a complaint from a third party alleging that a Customer is using the Services in a manner that infringes that third party’s rights or involves unlawful activity, the Supplier may, acting reasonably and expeditiously, remove, disable or restrict access to the relevant content or functionality without prior notice to the Customer. The Supplier shall notify the Customer as soon as reasonably practicable after taking such action. This right is in addition to the Supplier’s rights under clause 8.2(b) and is without prejudice to any other rights or remedies available to the Supplier.

Terms of Business | pro-Forms