The following words and expressions have the meanings set out below:
Agreement:
This agreement including the Terms of Service.
Authorised User:
An individual authorised by the Customer to access and use the Services on the Customer's behalf, including employees, workers, contractors, agency staff and other persons granted access by the Customer.
Customer:
A person or company that receives the Services and Software from the Supplier, as detailed in the Agreement.
Customer Data:
All data, information, records, documents, files, content and other materials, including Personal Data, submitted to, uploaded to, stored within, generated through or otherwise processed by the Services by or on behalf of the Customer.
Data Processing Agreement / DPA:
The FaultFixers Data Processing Agreement published by the Supplier and made available via the Supplier's website (or such successor location as the Supplier may notify to the Customer), as amended from time to time in accordance with its terms.
FaultFixers Trust Centre:
The Supplier’s online trust centre, published by the Supplier and made available via the Supplier's website (or such successor location as the Supplier may notify to the Customer), as amended from time to time in accordance with its terms.
Issue:
A non-emergency issue at a Property that requires reactive or planned work to be carried out in order to remedy or prevent it, respectively.
Property:
A property that from time to time is being managed by the Customer on behalf of itself or a third party.
Reported Issue:
An Issue that has been entered into the System.
Reporter:
A person who (from time to time) uses the Reporter App to raise Issues to the Customer.
Reporter App:
Comprising the FaultFixers Reporter mobile app and the FaultFixers Reporter Web app, that allows Reporters (amongst others) to enter Issues into the System.
Services:
The Reporter App and the Teams App.
Software:
The software products owned or distributed by the Supplier to which the Supplier grants the Customer access as part of the Services, including program documentation (if any), and any program updates provided as part of the Services. This includes (but is not limited to) the Teams App and Reporter App.
Supplier:
FaultFixers Technologies Limited incorporated and registered in England and Wales with company number 08328746 whose registered trading address is The Frames, 1 Phipp Street, London, EC2A 4PS.
System:
The electronic system for the provision of the Services.
Teams App:
Comprising the FaultFixers Teams Mobile App and an online FaultFixers Teams Portal that allows the Customer (amongst others) to add its logo to the Reporter Portal and allows the Customer to receive emailed notifications of Reported Issues and manage the administration of their account.
VAT:
Value added tax as defined in the Value Added Tax Act 1994 and any tax of a similar nature substituted for, or levied in addition to, such value added tax.
Working Day:
A day (other than a Saturday or a Sunday) on which banks are generally open for business in the City of London.
1. The headings in this Agreement do not affect its interpretation.
2. Unless the context otherwise requires:
(a) references to the Supplier and the Customer include their permitted successors and assigns;
(b) references to statutory provisions include those statutory provisions as amended or re-enacted;
(c) references to one gender includes a reference to the other gender;
(d) references to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them; and
(e) references to a clause are references to the numbered paragraphs contained in these Terms of Service.
3. Words in the singular include the plural and visa versa.
4. A reference to writing or written excludes faxes but includes e-mail unless explicitly provided for to the contrary elsewhere in the Agreement or Term and Conditions.
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1. Term
1.1 These Terms apply from the date the Customer first accesses or uses the Services and continue until terminated in accordance with these Terms or any applicable Services Agreement.
1.2 Where the Customer has entered into a Services Agreement with the Supplier, the term, Minimum Term, Renewal Term, Renewal Date, Break Clause (if applicable), notice requirements and termination provisions set out in the Services Agreement shall apply and shall prevail over this Clause 1 to the extent of any inconsistency.
1.3 Where the Customer has not entered into a Services Agreement:
(a) monthly subscriptions shall continue until terminated by either party giving not less than one (1) full calendar month's written notice;
(b) annual subscriptions shall automatically renew for successive periods of twelve (12) months unless either party gives not less than one (1) full calendar month's written notice before the applicable renewal date; and
(c) free trials shall continue until the earlier of expiry of the applicable trial period, conversion to a paid subscription or termination by either party.
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2. Payment of Fee
2.1 The Supplier shall invoice the Customer monthly in advance for a monthly Agreement, or annually in advance for an annual Agreement.
2.2 The Customer shall pay the Fee to the Supplier monthly in advance during the Term for a monthly Agreement or annually in advance for an annual Agreement.
2.3 The Fee shall be paid by the Customer in full and without deduction or set-off save for any set-off required by law.
2.4 Unless otherwise agreed in a Services Agreement, the Fee shall remain fixed for the applicable Minimum Term or current subscription period. The Supplier may revise its Fees with effect from the commencement of any Renewal Term by giving the Customer not less than one (1) full calendar month's prior written notice. If the Customer does not wish to accept the revised Fees, the Customer may terminate the Agreement by giving notice in accordance with the applicable notice provisions before the revised Fees take effect. If the Customer does not validly terminate the Agreement before the commencement of the relevant Renewal Term, the revised Fees shall apply from that Renewal Term onwards.
2.5 The Customer will pay all applicable fees in accordance with these Terms of Service and, if applicable, any related Agreement. Agreements are deemed accepted upon receipt of payment or written acceptance, whichever is dated earliest. Except as otherwise specified in these Terms of Service or, if applicable, any related Agreement, all payment obligations are final and non-cancellable, and all amounts paid are non-refundable. Any refund approved by the Supplier as an exception to these Terms shall be entirely at the Supplier's discretion. The Supplier may deduct from any such refund its reasonable administrative costs and any fees incurred in providing, configuring, onboarding, supporting or terminating the Services, together with any third-party costs reasonably incurred in connection with the Agreement.
2.6 Credit Card Payments. If the Customer elects to pay fees by credit card, the Customer agrees and warrants to the Supplier that the credit card information provided by the Customer to the Supplier is, and will be maintained as, true, complete, accurate and up to date, and that the Customer is authorised to use such payment instrument in connection with its subscription for the Service. The Customer agrees to pay and hereby authorises the Supplier to bill the Customer’s credit card in advance on a periodic basis in accordance with the Terms of Service and the applicable Agreement, if any, during the Term. The Customer will not chargeback any amounts paid to the Customer and will reimburse the Supplier for any chargeback fees associated with the foregoing.
2.7 Annual contract terms are to be paid by either Direct Debit or Credit/Debit Card for amounts less than ÂŁ5,000 (excluding VAT). For balances over this amount the Supplier will accept BACS/Bank Transfer payments free of charge. If the Customer wishes to pay their fee below ÂŁ5,000 (excluding VAT) via BACS this is at the Suppliers discretion and will be subject to a 5% Finance Administration Fee.
2.8 The Supplier shall invoice the Customer centrally using one invoice. Split invoice is at the Suppliers discretion and will be subject to a 5% Finance Administration Fee.
2.9 The Supplier does not provide refunds if the Customer decides to stop using the FaultFixers subscription during the Term, or after the eligible Notice Period window.
2.10 Late Payment Default - If any payment due under this agreement remains outstanding for more than 90 days beyond the agreed payment due date, the Supplier reserves the right to:
(a) Immediately terminate this agreement in full in accordance with Clause 24 Termination.
(b) Restrict the Customer's access to all services and data provided under this agreement without further notice.‍
(c) Accelerate Payment Obligations of the Agreement:
(i) Upon termination under Clause 24 as a result of the Customer's Persistent Payment Default, all Fees that would have become payable during the remainder of the then-current Minimum Term or Renewal Term (as applicable) shall immediately become due and payable.
(ii) Any promotional rates or discounts previously applied to the Agreement shall be voided, and the full gross contract value, as specified in the original Agreement, shall be payable by the Customer.
2.11 Payment Remedies - The Supplier reserves the right to pursue any additional remedies available under applicable law for the recovery of outstanding amounts, including interest, legal fees, and recovery costs.
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3. Services
3.1 Subject to the provisions of clauses 3.2 to 3.5 (inclusive) and to the Customer fully complying with its obligations under this Agreement the Supplier shall use all reasonable endeavours to make the System available to the Customer throughout the Term.
3.2 The Supplier shall not be responsible to the Customer for any loss suffered by the Customer in the event that the System is unavailable to the Customer at any time or times during the Term due to any reason which is beyond the reasonable control of the Supplier including, without limitation:
(a) defects of the Customer’s equipment;
(b) an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the Supplier; and
(c) non-supply by any third party upon whom the System, the Customer or the Supplier relies.
3.3 The Supplier is only responsible for making the System available to the Customer on the terms of this Agreement and is not responsible for the participation of the Customer or any other party in the System.
3.4 In the event that the Customer fails to pay the Fee in accordance with the terms of this Agreement the Supplier may suspend any one or more of the following functions of the System in accordance with the Suspension of Services Clause: (i) the Customer’s access to the Web Dashboard; and (ii) the Reporters’ access to the Reporter’s Portal; and in the event of any such suspension the Customer indemnifies the Supplier for any loss, claims, actions or proceedings that may be brought against the Supplier (whether by the Customer or by any other party) arising by reason of such suspension. Any such suspension does not excuse the Customer from its obligation to pay the Fee pursuant to this Agreement.
3.5 The Customer acknowledges that the System may be temporarily unavailable from time to time due to work that is carried out by the Supplier (or those authorised by the Supplier) to maintain and/or to upgrade the System. Except in the case of emergency including (without limitation) a material failure of the System or any functionality of the System the Supplier shall use its reasonable endeavours to ensure that such works do not render the System unavailable to the Customer during the hours of 9am to 6pm (inclusive) on any Working Day.
3.6 The Supplier may modify, enhance, replace or remove features and functionality of the Services from time to time in order to improve the Services, maintain security, comply with applicable law, respond to changes in technology or reflect changes to the Supplier's products and services, provided that such changes do not materially reduce the overall functionality of the Services purchased by the Customer during the Term. The Supplier may implement changes immediately where reasonably necessary to maintain the security, integrity or availability of the Services or to comply with applicable law.
3.7 The Supplier may publish and update user documentation, technical documentation, security documentation, operational information and other materials relating to the Services through the FaultFixers Trust Centre or such other online resource as the Supplier may notify to the Customer from time to time.
3.8 Beta Services
The Supplier may make beta, preview, trial, early access, experimental or pre-release functionality ("Beta Services") available to the Customer from time to time.
Beta Services are provided for evaluation purposes only and may be modified, suspended or withdrawn at any time without notice.
Unless expressly stated otherwise in writing, Beta Services are provided "as is" without any warranty, service level commitment or guarantee of availability and may not be suitable for production use.
The Supplier shall not be liable for any loss arising from the Customer's use of Beta Services except to the extent such liability cannot lawfully be excluded.
3.9 Artificial Intelligence (AI)
The Services may include functionality incorporating artificial intelligence, machine learning or automated decision-support features.
Such functionality is intended to assist users and shall not replace the Customer's own professional judgement, operational decision-making or legal obligations.
The Customer remains solely responsible for reviewing, validating and determining whether to rely upon any output generated by such functionality.
3.10 Third-Party Services and Integrations
The Services may interoperate with, integrate with or enable access to third-party products, software, applications, websites or services ("Third-Party Services").
The Supplier does not control and is not responsible for the availability, functionality, security, performance or continued compatibility of any Third-Party Services.
The Customer acknowledges that changes made by the provider of any Third-Party Service may affect the operation of any integration with the Services, and the Supplier shall not be liable for any resulting interruption, degradation or loss of functionality.
The Customer remains responsible for complying with the terms applicable to any Third-Party Services used in conjunction with the Services.
3.11 Application Programming Interfaces (APIs)
Where the Supplier makes APIs available, the Customer shall use them only in accordance with any documentation or usage limits published by the Supplier from time to time.
The Supplier may update, modify or withdraw APIs where reasonably necessary for security, performance, maintenance or product development, provided that the Supplier will use reasonable endeavours to minimise any material disruption.
3.12 Suspension of Services
The Supplier may suspend all or part of the Services immediately, with or without notice where reasonably necessary:
(a) to protect the security, integrity or availability of the Services;
(b) to investigate or respond to suspected unauthorised access, fraud, cyber security incidents or misuse of the Services;
(c) where the Customer is in material breach of this Agreement, including non-payment of undisputed Fees;
(d) where required by applicable law, regulation or a competent authority; or
(e) to carry out emergency maintenance.
The Supplier shall use reasonable endeavours to restore the affected Services as soon as reasonably practicable once the relevant circumstances have been resolved.
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4. Customer Responsibilities
4.1 As soon as is reasonably practicable after the Service Start Date the Customer shall notify the Reporters of the availability of the Reporter App.
4.2 The Customer shall use all reasonable endeavours to keep the details on the System accurate and current from time to time including (without limitation) promptly:
(a) notifying Reporters not to report Issues through the Reporter’s Portal upon the expiry (or sooner determination) of this agreement of the end of the Customer’s valid receipt of the Services; and
(b) informing Reporters of the availability of the Reporter App upon the commencement of this Agreement.
4.3 The Customer shall comply with all applicable Data Protection Laws in its use of the Services and in its collection, use and disclosure of Personal Data. The Customer is responsible for ensuring that it has all necessary rights, consents and lawful bases required to provide Personal Data to the Supplier for Processing in connection with the Services. The parties' respective obligations relating to the Processing of Personal Data are governed by the Data Processing Agreement.
4.4 The Customer must not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, the Supplier’s programs or materials available to any third party unless expressly permitted under the terms of this Agreement.
4.5 The Customer acknowledges that, where reasonably necessary to provide, maintain, support, secure or improve the Services, or otherwise to comply with applicable law or the Agreement, the Supplier may access Customer Data. The Supplier shall only do so in accordance with this Agreement, the Data Processing Agreement and Applicable Data Protection Laws.
4.6 Customer Security Responsibilities
The Customer shall:
(a) maintain appropriate administrative, physical and technical safeguards for its own systems, devices and networks;
(b) ensure that all Authorised Users maintain the confidentiality of their login credentials and do not share user accounts;
(c) promptly disable or remove access for individuals who are no longer authorised to use the Services;
(d) use appropriate authentication methods, including multi-factor authentication where made available by the Supplier;
(e) promptly notify the Supplier if it becomes aware of any unauthorised access to the Services or compromise of any user credentials;
(f) remain responsible for all activity carried out using its user accounts except to the extent caused by the Supplier.
The Supplier shall not be responsible for any loss arising from the Customer's failure to comply with this Clause.
4.7 Sanctions and Export Controls
The Customer represents and warrants that neither it, nor any person acting on its behalf in connection with this Agreement, is subject to any applicable trade sanctions, export control restrictions or similar laws administered by the United Kingdom, United States, European Union or any other applicable jurisdiction.
The Customer shall not access or use the Services in any manner that would cause the Supplier to breach any applicable sanctions, export control or trade compliance laws.
The Supplier may suspend or terminate the Services immediately if it reasonably believes continued provision of the Services would breach applicable sanctions or export control laws.
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5. Data Retrieval
5.1 Following expiry or termination of this Agreement, the Customer may, by written request made within sixty (60) days of the effective termination date, either:
(a) access the Web Dashboard solely for the purpose of retrieving Customer Data; or
(b) request that the Supplier provide one export of the Customer Data in a standard electronic format where reasonably practicable.
The Supplier shall provide one such export free of charge. Any additional exports, bespoke extraction services or assistance requested by the Customer may be subject to the Supplier's reasonable professional service charges. Unless otherwise agreed in writing or required by applicable law, the Supplier may permanently delete Customer Data following expiry of the sixty (60) day period. The return, retention and deletion of Personal Data shall otherwise be governed by the Data Processing Agreement.
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6. Liability and Warranties
6.1 The Supplier shall use a commercially reasonable level of skill and care to provide the Services.
6.2 Except as expressly set out in this Agreement, the Supplier does not make any warranty or representation regarding the Services. In particular, and to the fullest extent permitted by law, the Supplier does not warrant that:
(a) the Services will be uninterrupted, error-free or available at all times;
(b) the Services will meet the Customer's individual requirements or be suitable for any particular purpose;
(c) all defects or errors will be corrected; or
(d) the Services will operate in combination with any software, hardware or systems not supplied or approved by the Supplier.
6.3 The Customer acknowledges and agrees that subject to the Supplier complying with its obligations as set out in clause 6.1:
(a) the Supplier provides the Service “as is” and “as available”; and
(b) to the extent permitted by law all warranties whether express or implied (including those that are implied by law) are excluded; and
(c) to the extent permitted by law the Supplier is not liable for any lost profits, revenues or data, financial losses or indirect, special, consequential, exemplary or punitive damages suffered by the Customer; and
(d) any material that is downloaded or otherwise obtained through the Customer’s use of the System is done so at the Customer’s own discretion and risk and the Customer is solely responsible for any damage to the Customer’s computer or other device or loss of data that results from the download of any such material.
6.4 Subject to Clause 6.5, the total aggregate liability of the Supplier arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
The Supplier shall not be liable for:
(a) indirect loss;
(b) consequential loss;
(c) loss of profits;
(d) loss of business;
(e) loss of revenue;
(f) loss of anticipated savings;
(g) loss of goodwill; or
(h) loss or corruption of data, except to the extent caused by the Supplier's failure to comply with its obligations under the Data Processing Agreement.
6.5 Nothing in this Agreement shall be construed as attempting to limit or exclude the liability of any party in respect of injury to, or the death of, any person caused by any wilful or negligent act or omission of any party, its officers, employees, Authorised Users or subcontractors, or for fraud or fraudulent misrepresentation or the deliberate default or wilful misconduct of that party, its employees or Authorised Users or subcontractors.
6.6 Except for actions for non-payment or breach of the Supplier’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
6.7 The Customer warrants and undertakes that its use of the System and the use by those granted access to the System by the Customer:
(a) will not infringe any third party’s intellectual property rights;
(b) will not violate any applicable law, statute or subordinate legislation; and
(c) will not introduce onto the System any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.
The Customer indemnifies the Supplier for any losses it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 6.7.
6.8 The Customer acknowledges that as between the Customer and the Supplier, the internet subdomain (“Subdomain“) on which (amongst others) the Teams App and the Reporter App are hosted remains the absolute property of the Supplier and the Customer has no right to assign, sublet or to otherwise transfer the Subdomain. The Customer indemnifies the Supplier for any losses that it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 6.8.
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7. Law Prevails
7.1 Nothing in these Terms is intended to exclude or to limit any condition, warranty, right or liability that may not be lawfully excluded or limited. Accordingly only those limitations that are lawful in England and Wales will apply and the Supplier’s liability is limited to the maximum extent permitted by law.
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8. Third Parties
8.1 From time to time the Supplier may engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Service to the Customer, and the Customer agrees that such third party involvement is acceptable. Without limitation the Customer acknowledges and agrees that any translation of the Service is carried out by third party software and that the Supplier to the extent permitted by law has no liability in relation to the accuracy or completeness of any translated information or documentation provided by the System.
8.2 The parties do not intend that any of the provisions of this Agreement shall be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
8.3 The Supplier may from time to time include as part of the Services and/or the Software computer software that is supplied by third parties which is utilised by permission of the respective licensors and/or copyright holders on the terms provided by such parties. The Supplier expressly disclaims any warranty or other assurance to the Customer regarding such third party software.
8.4 Except as permitted by this Agreement, the Data Processing Agreement or as required by applicable law, the Supplier shall not disclose Customer Data to any third party without the Customer's prior written authority.
8.5 If the Customer uses the System as part of software provided by a third party the Supplier expressly disclaims any warranty or other assurance to the Customer regarding such third party software.
8.6 If the System is integrated into any other software system (“Other System“) owned or used by the Customer by the Supplier, the Supplier shall use its reasonable endeavours to ensure that the System works with the Other System but the Supplier is neither responsible for:
(i) the functioning or availability of the Other System; nor
(ii) any effect of the integration on the Customer’s use of the Other System including (without limitation) any data held on the Other System.
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9. Data Processing
9.1 Where the Supplier Processes Personal Data on behalf of the Customer in connection with the Services, the parties agree that the Data Processing Agreement ("DPA") forms part of this Agreement and is incorporated into it by reference.
9.2 The DPA governs the Processing of Personal Data by the Supplier on behalf of the Customer and sets out the respective rights and obligations of the parties in relation to such Processing.
9.3 The Customer acknowledges that it acts as the Controller of Customer Personal Data and is responsible for ensuring that it has all necessary rights, permissions, notices and lawful bases required to permit the Supplier to Process Personal Data in connection with the Services.
9.4 In the event of any conflict or inconsistency between this Agreement and the DPA relating to the Processing of Personal Data, the DPA shall prevail to the extent of that conflict or inconsistency.
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‍10. Confidentiality
10.1 Each party ("Receiving Party") shall keep confidential all Confidential Information disclosed by or on behalf of the other party ("Disclosing Party") and shall not disclose such Confidential Information to any third party except:
(a) to its employees, officers, professional advisers, contractors or subcontractors who have a need to know such information for the purposes of this Agreement and who are subject to obligations of confidentiality no less onerous than those contained in this Agreement;
(b) where required by applicable law, regulation or a court of competent jurisdiction; or
(c) with the prior written consent of the Disclosing Party.
10.2 The Receiving Party shall use the Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement.
10.3 Confidential Information does not include information which:
(a) is or becomes publicly available other than through a breach of this Agreement;
(b) was lawfully known to the Receiving Party before disclosure;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed without reference to the Confidential Information.
10.4 The obligations in this Clause shall continue for a period of five (5) years following termination or expiry of this Agreement, except in relation to trade secrets, where such obligations shall continue for so long as the information remains confidential.
10.5 Permitted Disclosures
Nothing in this Agreement shall prevent either party from disclosing Confidential Information where such disclosure is required by applicable law, regulation, court order or the lawful request of a governmental, regulatory, law enforcement or supervisory authority, provided that (where legally permitted) the disclosing party shall use reasonable endeavours to notify the other party before making such disclosure.
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11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties to this Agreement each irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising in any way in relation to this Agreement.
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12. Entire Agreement
12.1 This Agreement, together with the Data Processing Agreement, the Service Level Agreement and any documents expressly incorporated by reference, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, negotiations, representations and arrangements (whether written or oral) relating to that subject matter.
12.2 Each party acknowledges that, in entering into this Agreement, it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in this Agreement or the documents incorporated into it.
12.3 Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
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13. Order of Precedence
Where the Customer has entered into a Services Agreement, and unless that Services Agreement or another document signed by both parties expressly provides otherwise, if there is any conflict or inconsistency between the contractual documents forming the Agreement, they shall take precedence in the following order:
(a) the Agreement or Order Form;
(b) any negotiated Special Conditions or written amendments signed by both parties;
(c) the Data Processing Agreement;
(d) these Terms of Service;
(e) the Service Level Agreement.
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14. Conflicting Customer Terms
The Supplier expressly rejects any terms or conditions contained in or referred to within any purchase order, supplier portal, procurement platform, vendor onboarding process, confirmation, correspondence or other document issued by the Customer unless expressly accepted in writing by a director of the Supplier.
The submission or fulfilment of any purchase order, commencement of the Services, acceptance of payment or continued performance of this Agreement shall not constitute acceptance of any such terms.
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15. Intellectual Property Rights
15.1 The Customer acknowledges and agrees that all Intellectual Property Rights in and to the Services, Software, Documentation, Deliverables and all improvements, enhancements, modifications, derivative works and updates thereto shall remain vested in the Supplier. Nothing in this Agreement transfers any Intellectual Property Rights to the Customer other than the limited right to use the Services during the applicable subscription term.
15.2 The Customer agrees not to modify, copy or create derivative works of, decompile or otherwise attempt to reverse engineer or to extract source code from the Services or Software or any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), nor to access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Supplier unless (in each case) laws prohibit these restrictions or unless the Customer has the Supplier’s prior written consent to do so. For the purposes of this clause 15.2 in order for written consent of the Supplier to be valid it must be provided by a director of the Supplier by fax or letter to the Customer. The Customer indemnifies the Supplier for all costs, damages and losses arising directly or indirectly from the Customer’s breach of this clause 15.2.
15.3 If the Customer provides suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services ("Feedback"), the Supplier may use, modify, incorporate and exploit such Feedback without restriction or obligation, provided that such Feedback does not identify the Customer or disclose the Customer's Confidential Information.
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16. VAT
The Fees payable by the Customer under this Agreement are expressed to be exclusive of VAT and the Customer shall simultaneously pay any VAT chargeable in respect of all taxable supplies to it under this Agreement.
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17. Assignment
17.1 The Supplier may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Agreement, provided it gives written notice to the Customer.
17.2 The Customer may not assign this Agreement or give or transfer the services or an interest in them to another individual or entity and if the Customer grants a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or the System.
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18. Severance
18.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
18.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
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19. No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the Authorised User of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
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20. Limitations on Use
20.1 Except as expressly provided for in this Agreement the Customer shall not copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services or Software in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means.
20.2 Pursuant to this Agreement the Services are only being made available to the Customer and the Authorised Users that are authorised by the Customer. The Customer shall make every reasonable effort to prevent unauthorised third parties from accessing the Services.
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21. Customer Logo and Name
21.1 The Customer grants the Supplier a non-exclusive, royalty-free licence during the Term to use the Customer's name and logo solely for the purpose of identifying the Customer as a customer of the Supplier in the Supplier's marketing materials, website and customer lists, unless the Customer notifies the Supplier in writing that it does not wish to be included or requires prior approval for such use.
21.2 The Supplier may use the contact details of the Customer's authorised users and representatives to communicate regarding the Services, the Customer's account, service updates, product enhancements and other operational matters. The Supplier may also send marketing communications relating to its products and services where permitted by applicable law. Recipients may opt out of marketing communications at any time, without affecting the Supplier's ability to send service-related communications.
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22. Counterparts
22.1 This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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23. Terms Apply
23.1 This Agreement shall apply save in the case (and to the extent) that the terms of this Agreement are disapplied or modified by a written agreement that has been signed by at least one director of each of the Customer and the Supplier.
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24. Further Assurance
24.1 Each party shall at its own cost execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.
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25. Termination
Without prejudice to any other rights or remedies which the Customer or Supplier may have, either party may terminate this Agreement without liability to the other, subject to clause 1, on giving the other not less than 1 full calendar months written notice if:
25.1 Subject to Clause 2.10 (Persistent Payment Default), where the other party fails to pay any undisputed amount due under this Agreement within 28 days after receiving written notice requiring payment.; or
25.2 The other party commits a material breach of this Agreement and (where that breach is capable of remedy) fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so.; or
25.3 The other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
25.4 The other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
25.5 The other party commences negotiations with all, or any class or, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or
25.6 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other Party; or
25.7 An application is made to the court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
25.8 A floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
25.9 A person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
25.10 A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
25.11 Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause; or
25.12 The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
25.13 On termination or expiry of this Agreement (however arising), the provisions relating to payment obligations, the parties' continuing rights and obligations under the Data Processing Agreement, Confidentiality, Intellectual Property Rights, Limitation of Liability, Governing Law and Jurisdiction, together with any other provision which expressly or by its nature is intended to survive termination or expiry, shall continue in full force and effect.
25.14 Reinstatement of Services
Where the Supplier agrees, at its sole discretion, to reinstate the Services following suspension or termination, reinstatement shall be subject to:
(a) payment in full of all outstanding amounts due under the Agreement;
(b) payment of any applicable reinstatement, implementation or onboarding fees notified by the Supplier;
(c) the continued availability of the Customer's data, where applicable; and
(d) any reasonable technical or operational requirements necessary to restore the Services.
Nothing in this clause obliges the Supplier to retain Customer Data beyond the applicable retention period specified in the Agreement or the Data Processing Agreement.
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26. Web Browsers
The Supplier makes every effort to ensure web-browser-based Software is designed to be viewed by the majority of visitors. The websites are designed to work with the most popular current browsers. The Customer agrees that the Supplier cannot guarantee correct functionality with all browser software across different operating systems.
The Supplier will make their best effort to support all Software functionality in the latest versions of the following browsers: Chrome (https://www.google.com/chrome), Firefox (https://www.mozilla.org/firefox), Safari (https://www.apple.com/safari), Edge (https://microsoft.com/edge).
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27. Referral Scheme
27.1 Eligibility - The Scheme is open to existing clients who have an active account with us and are in good standing. Referred companies must be new clients who have not previously held an account with us.
27.2 Referral Rewards - The referrer is eligible for 10% of all revenue generated from subscription fees for 12 months, up to a maximum of ÂŁ5000. Rewards will be issued only after the referred company successfully completes their subscription purchase. If the referred company cancels their subscription and is eligible for a refund, any refund they receive will not include funds already paid to referees.
27.3 Referee Benefits - The referred company is eligible for a 25% discount on all subscription plans for the first year. This discount cannot be claimed in conjunction with any other promotional rate available at the time.
27.4 Misuse of the Scheme - Clients are responsible for ensuring that their employees, contractors, or representatives do not misuse the Scheme. Misuse may include, but is not limited to, fraudulent referrals, self-referrals, or manipulation of the referral process. We reserve the right to withhold rewards in cases of suspected misuse.
27.5 Opting Out - Clients who wish to opt out of the Scheme must notify us directly in writing or via email. Upon receipt of the request, participation in the Scheme will be terminated within 10 business days.
27.6 Amendments and Termination - We reserve the right to modify, suspend, or terminate the Scheme at any time without prior notice. Any changes will be communicated via our official communication channels.
27.7 General - Participation in the Scheme does not create any additional obligations or liabilities beyond those specified in these Terms of Service. Any disputes relating to the Scheme will be subject to our standard dispute resolution process.
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28. Notices
28.1 Any notice given under or in connection with this Agreement shall be:
(a) in writing;
(b) sent by email to the Primary Contact or other authorised representative notified by the receiving party from time to time, or to such other email address as that party may notify for notices; or
(c) where no email address has been notified for notices, sent by pre-paid first-class post or other next Business Day delivery service to the registered office or principal place of business of the receiving party.
28.2 A notice shall be deemed received:
(a) if sent by email, at the time of transmission, provided that no delivery failure notification is received, or otherwise at 9:00 a.m. on the next Business Day;
(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9:00 a.m. on the second Business Day after posting.
28.3 This clause does not apply to the service of legal proceedings or other documents in any legal action or arbitration.
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29. Changes to these Terms of Service
29.1 The Supplier may amend these Terms of Service from time to time by publishing an updated version on its website. The updated Terms of Service shall state the date on which they were last updated.
29.2 Where the Customer accesses or uses the Services on a free trial, monthly self-service or annual self-service subscription and has not entered into a Software Services Agreement with the Supplier, the amended Terms of Service shall take effect from the date specified in the updated version, and the Customer's continued access to or use of the Services on or after that date shall constitute acceptance of the amended Terms of Service.
29.3 Where the Customer has entered into a Software Services Agreement with the Supplier, any amendment to these Terms of Service that materially adversely affects the Customer's rights or materially increases the Customer's obligations shall, unless otherwise agreed in writing, apply only from the commencement of the next Renewal Term or upon execution of a replacement or amended Software Services Agreement. Administrative, operational, security, legal, compliance or other non-material changes may take effect immediately.
29.4 Nothing in this clause limits the Supplier's ability to update its Privacy Policy, Service Level Agreement, Trust Centre, technical documentation, security measures, Sub-processor list or Data Processing Agreement (to the extent permitted by its terms), or any other operational documentation where such updates are permitted elsewhere in the Agreement or are required by applicable law.
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Version 2.0 – July 2026
This FaultFixers Service Level Agreement (“SLA”) between FaultFixers Technologies Ltd. (“FaultFixers”, “us” or “we”) and users of the FaultFixers Services (“you”) governs the use of the FaultFixers Services under the provisions of the FaultFixers Terms of Service (the “Terms”).
Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.
FaultFixers will use commercially reasonable efforts to make your FaultFixers Services available with a Monthly Uptime Percentage of at least 99.0% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.
“Maintenance” means scheduled Unavailability of the Services, as announced by us prior to the Services becoming Unavailable.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the FaultFixers Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
“Service Credit” means a credit denominated in pound sterling, calculated as set forth below, that we may credit to an eligible account.
“Unavailable” and “Unavailability” mean, for any app or web-based FaultFixers interface, when your service or database is not running or not reachable due to FaultFixers’ fault.
Service Credits are calculated as a percentage of the total charges due on your FaultFixers invoice for the monthly billing cycle (or monthly prorated invoice if you are on an annual billing cycle) in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:
We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from FaultFixers. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar (ÂŁ1 GBP). Service Credits may not be transferred or applied to any other account.
Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
To receive a Service Credit, you must submit a claim by emailing team@faultfixers.com. To be eligible, the credit request must be received by us no later than 60 days after which the incident occurred and must include:
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within 30 days following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
The Service Commitment does not apply to any Unavailability:
If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.