Terms and Conditions of SiteGrip

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

• Active Projects: projects in the Platform that are listed as active for billing and access purposes.
• Add-Ons: additional services, features or products offered by SiteGrip or authorised third parties as an extension to the Services.
• Applicable Data Protection Laws: UK GDPR, Data Protection Act 2018 and, where applicable, EU GDPR and related member-state legislation.
• Customer Data: data input by the Customer, Users, or SiteGrip on the Customer's behalf for use of the Services.
• Documentation: user and support documentation made available by SiteGrip from time to time.
• Order: checkout, order form, statement of work, or other commercial document identifying the Customer, fees, limits, and term.
• Plan: subscription purchased by the Customer giving authorised Users access to the Services in accordance with agreed limits.
• Plan Fees: subscription and usage fees payable by the Customer as set out in the Order.
• Platform: the SiteGrip web and mobile applications and related hosted systems.
• Services: the subscription services provided by SiteGrip under this agreement, as described in the Documentation and Order.
• Users: Customer personnel and other individuals authorised by the Customer to use the Services under the purchased Plan.
• Virus: any software, code, file, or program intended or likely to impair systems, data, network operations, or user experience.

Clause headings do not affect interpretation. References to writing include email. Words such as "including", "for example", and similar expressions are illustrative and not limiting.

2. Customer's Plan and permitted use

Subject to this agreement, SiteGrip grants the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Users to access and use the Services and Documentation during the Plan Term for the Customer's internal business operations.

The Customer undertakes that:

• User accounts will not exceed the purchased limits.
• Each individual user account is used by one person only unless reassigned in full.
• Users keep credentials secure and confidential.
• The Customer complies with any fair-use or feature-specific limits notified by SiteGrip.

The Customer must not access, store, distribute or transmit unlawful content, discriminatory content, malicious code, or any material that infringes rights or causes harm. SiteGrip may suspend access where this clause is breached.

3. Restricted activities

The Customer shall not, except as expressly permitted by law or this agreement:

• Copy, modify, decompile, reverse engineer, or create derivative works of the Platform.
• Use the Services to build or support a competing product or service.
• Resell or commercially exploit the Services to third parties without written permission.
• Attempt unauthorised access to any part of the Services or associated systems.
• Introduce or permit introduction of any Virus to SiteGrip systems.

4. Trial period

SiteGrip may offer a free or reduced-fee trial (Trial) for a specified period. Eligibility, duration, and features are at SiteGrip's discretion.

Where payment details are supplied and automatic conversion applies, the Customer authorises SiteGrip to begin charging the applicable paid Plan at the end of the Trial unless terminated before trial expiry in accordance with this agreement.

5. Plan changes and Add-Ons

During the Plan Term, the Customer may request increased limits, upgrades, and Add-Ons. SiteGrip may approve such requests and apply related fee and term adjustments on a pro-rata or renewal-aligned basis, as set out in the Order.

6. Services, support and availability

SiteGrip will provide the Services with reasonable skill and care and will use commercially reasonable endeavours to achieve service availability targets described in any applicable SLA.

SiteGrip may update, modify, or improve the Services from time to time. Where a material adverse change is planned, SiteGrip will provide reasonable prior notice.

Support is provided during normal UK business hours unless enhanced support is purchased. Response times are targets and not guarantees.

7. Data protection

Both parties shall comply with Applicable Data Protection Laws. Where SiteGrip processes personal data on the Customer's behalf in delivering the Services, the Customer acts as controller and SiteGrip acts as processor, unless otherwise agreed in writing.

SiteGrip shall:

• Process personal data only on documented instructions from the Customer.
• Maintain appropriate technical and organisational security measures.
• Notify the Customer of personal data breaches without undue delay.
• Assist with data subject rights and compliance obligations where reasonably required.
• Ensure lawful safeguards are in place for any international transfer of personal data outside the UK/EEA.

The Customer gives general authorisation for SiteGrip to appoint subprocessors, provided SiteGrip remains responsible for their compliance with applicable processing obligations.

8. Third-party providers

The Services may enable access to third-party websites, content, software, or integrations. Use of third-party services is at the Customer's own risk and subject to third-party terms.

SiteGrip is not responsible for third-party content, products, services, or contractual arrangements between the Customer and third parties.

9. SiteGrip obligations

SiteGrip warrants it has and will maintain the rights, licences, and permissions necessary to provide the Services.

If the Services fail to conform materially with Documentation due to SiteGrip fault, SiteGrip may, at its option, correct the non-conformance or provide an alternative means of achieving substantially similar functionality as the Customer's sole and exclusive remedy.

10. Customer obligations

The Customer shall:

• Provide reasonable cooperation and information needed for service delivery.
• Ensure Users comply with this agreement and remain responsible for Users' acts and omissions.
• Comply with all applicable laws and regulations in connection with use of the Services.
• Maintain compatible networks, systems, and lawful permissions required for use.

The Customer remains responsible for the legality, integrity, and accuracy of Customer Data submitted to the Platform.

11. Charges and payment

Plan Fees, billing cadence, currencies, and any metered or one-off charges are set out in the Order. Unless expressly stated otherwise, fees are non-cancellable and non-refundable.

SiteGrip may suspend Services for overdue amounts and may charge lawful interest on late payments. SiteGrip may revise fees for renewal periods on prior notice stated in the applicable Order or commercial terms.

12. Intellectual property

SiteGrip and its licensors retain all intellectual property rights in the Services and Documentation. No rights are granted except the limited use rights expressly stated in this agreement.

The Customer retains rights in Customer Data and grants SiteGrip the rights necessary to host, process, and transmit Customer Data solely to provide the Services.

13. Confidentiality

Each party shall keep confidential all confidential information received from the other party and use it only for performance of this agreement.

Confidential information may be disclosed to personnel, advisers, or regulators only where necessary and subject to equivalent confidentiality obligations or legal compulsion.

14. Indemnities

The Customer shall indemnify SiteGrip against claims arising from the Customer's unlawful use of the Services or breach of this agreement.

SiteGrip shall defend the Customer against third-party intellectual property infringement claims relating to authorised use of the Services, subject to prompt notice, cooperation, and control of defence by SiteGrip.

15. Limitation of liability

Nothing in this agreement excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.

Subject to that, SiteGrip is not liable for indirect, consequential, or pure economic losses. SiteGrip's total aggregate liability in any contract year is limited to fees paid by the Customer in that period, except where a different cap is stated in the Order.

16. Term, renewal and termination

This agreement starts on the Effective Date and continues for the initial term in the Order, then renews automatically for successive renewal periods unless either party gives notice under the agreed notice window.

Either party may terminate for material breach, insolvency events, persistent non-payment, or other grounds expressly set out in this agreement.

On termination, access rights end immediately, and SiteGrip may delete or anonymise Customer Data in accordance with applicable law and retention obligations after a reasonable extraction period.

17. General

• Force majeure: neither party is liable for events beyond reasonable control.
• Feedback: Customer feedback may be used by SiteGrip on a royalty-free basis.
• Variation: any amendment must be in writing and agreed by authorised representatives.
• Severance: invalid provisions are severed without affecting the remaining terms.
• Entire agreement: this agreement supersedes prior discussions on its subject matter.
• Assignment: Customer assignment requires SiteGrip consent; SiteGrip may assign on notice.
• No partnership, agency, or third-party rights unless expressly provided.

18. Notices

Notices under this agreement must be in writing and delivered by email or recognised post/courier to the addresses set out in the Order or otherwise notified.

Notices to SiteGrip should be sent to info@sitegrip.co.uk.

19. Governing law and jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.