These current consolidated Master SaaS Terms were published on 25th November 2025 and are valid for any order form signed on this date or after unless otherwise stated.
Definitions and interpretation
The definitions and rules of interpretation set out in Schedule 1 shall apply to the Agreement.
In the Agreement:
each Order Form entered into by the Customer shall form a separate agreement, incorporating these Master SaaS Terms together with the Addendums, and the Policies (the Agreement);
These Master SaaS Terms shall apply to Free Trial Service users unless otherwise stated.
in the event of any conflict in respect of the provisions of the Agreement and/or the documents referred to in it, the following order of priority shall prevail (in descending order of priority):
the Order Form;
the Addendums;
the Policies;
the Master SaaS Terms; and
the Documentation.
Subject to the order of priority between documents in clause 1.2.3, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Subscribed Service with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Subscribed Service to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
Rights of use
use the Subscribed Service during Service Hours and to make it available to Authorised Users in accordance with the hierarchical structure described at Clause 3; and
copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Service, within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose only.
The following are expressly excluded from Permitted Use:
copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Subscribed Service or Documentation other than as expressly permitted under this Agreement;
permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));
combining, merging or otherwise permitting the Subscribed Service to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Subscribed Service (or any part), except as expressly permitted under our Agreement.
any services, systems or equipment required to access the internet (and that the Customer and Authorised Users are responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Subscribed Service);
dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or
legal, accounting or other professional or regulated services and that, except as expressly stated in the Agreement, no assurance is given that the Subscribed Service will comply with or satisfy any legal or regulatory obligation of any person.
Authorised Users
Indemnity
The Customer shall indemnify, keep indemnified and hold the Supplier harmless from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by the Supplier of whatsoever nature as a result of:
a breach of the Agreement, any violation of any law, any violation of the rights of a third party, and/or failure to comply with any applicable law in connection with the subject matter of this Agreement by the Customer, Authorised Affiliates and/or any Authorised User;
any aspect of the transaction between the Customer and End Users, including but not limited to refunds, fraudulent transactions, and alleged or actual violation of any applicable laws in respect of both the subject matter of this Agreement and of the agreement between the Customer and End Users (including but not limited to consumer protection laws).
Support & Maintenance
A Support Service shall be available for the Subscribed Service to the Customer for the Subscribed Service Period as defined in the order form, details of which will be communicated to the Customer upon quote for services rendered and updated from time to time.
The Supplier shall use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
The Customer acknowledges and understands that the Subscribed Service may be subject to Permitted Downtime. This will include scheduled maintenance if and when required which will initially be undertaken in a non-live development environment during the Supplier’s normal working hours, and which is designed to cause minimal disruption to the Subscribed Service.
Changes to services and terms
The Supplier may at its absolute discretion make, and notify the Customer of, updated versions of the documents referred to in Clause 1.2.2 or other documents referred to in any part of this Agreement (excluding in each case the Order Form) from time to time by notifying the Customer of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which the Supplier elects (Update Notification).
The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date 10 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as the Supplier may specify).
Any upgrades to functionality requested by the Customer and agreed by the Supplier in return for an increase to the Subscription Fee will be manually applied by the Supplier on reasonable notice.
The Customer acknowledges that the Supplier shall be entitled to modify the features and functionality of the Subscribed Service provided always that the principal paid for entitlements remain unaffected. The Supplier shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Subscribed Service by the Supplier’s customers generally. The Supplier may, without limitation to the generality of this Clause 6.4, establish new limits on the Subscribed Service (or any part), including changing the limit of the volume of data which may be used, stored or transmitted in connection with the Subscribed Service, remove or restrict application programming interfaces or make alterations to data retention periods. Any such changes shall be introduced by Update to the relevant impacted contractual documents.
Fees
The Subscription Fee and any other charges (including expenses) will be based upon the Subscription Pricing Terms and shown in the Order Form and shall be paid by the Customer in accordance with this Clause 7.
Any applicable Discount will be specified in the Order Form and applied accordingly in the calculation of the Subscription Fee.
The Supplier shall invoice the Customer:
annually in advance for all Subscription Fees; and
any other Fees referenced in the Order Form,
due under the Agreement, and the invoices shall be paid within 30 calendar days of the date on the invoice.
The Fees are exclusive of VAT which shall be payable by the Customer (if applicable) at the rate and in the manner prescribed by law.
Fees payable to the Supplier under the Agreement shall be paid into the Supplier’s bank account unless otherwise notified by the Supplier to the Customer in writing in accordance with the Agreement.
The Supplier shall have the right to charge interest on overdue invoices at the rate of 8% per annum, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment (whether before or after judgment).
To the extent the Agreement expires or terminates (other than due to legitimate termination by the Customer under Clause 20.2 in relation to a qualifying breach by the Supplier), the Customer shall not be entitled to any refund or discount of Fees.
Annual fees are subject to an automatic increase on each anniversary date by the lower of RPI or 4%. This clause shall only be superseded by any new or renewed agreement that expressly specifies alternative pricing terms.
Warranties
Subject to the remainder of this Clause 8, the Supplier warrants that:
the Subscribed Service shall operate materially in accordance with its Description when used in accordance with the Agreement under normal fair use (as defined at Clause 3.7 above) and normal circumstances during the Subscribed Service Period; and
it shall provide the Subscribed Service with reasonable care and skill.
The Customer acknowledges that the warranty given at Clause 8.1 does not apply to Free Trial Service or to Support Service provided in connection with the same. Without prejudice to the Supplier’s obligations under the Agreement in respect of Protected Data, Free Trial Service and Support Service shall be provided ‘as is’ and without warranty to the maximum extent permitted by law.
The Subscribed Service may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
If there is a breach of any warranty in Clause 8.1 the Supplier shall at its option: (i) use reasonable endeavours to repair or replace the impacted element(s) of the Subscribed Service within a reasonable time. To the maximum extent permitted by law, this Clause 8.4 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in Clause 8.1.
The warranties in Clause 8.1 are subject to the limitations set out in Clause 17 and shall not apply to the extent that any error in the Subscribed Service arises as a result of:
incorrect operation or use of the Subscribed Service by the Customer, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
use of any of the Subscribed Service other than for Permitted Purpose;
use of any Subscribed Service with other software or services or on equipment with which it is incompatible (unless the Supplier has expressly recommended or required in writing the use of that other software or service or equipment;
any act by any third party (including hacking or the introduction of any virus or malicious code);
any modification of Subscribed Service (other than that undertaken by the Supplier or at its direction); or
any breach of the Agreement by the Customer (or by any Authorised Affiliate or Authorised User).
The Supplier may make Third Party Materials available for the Customer’s use in connection with the Subscribed Service. The Customer agrees that:
the Supplier has no responsibility for the use or consequences of use of any Third Party Materials;
the Customer’s use of any Third Party Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Third Party Materials;
the Customer is solely responsible for any Third Party Materials used in connection with the Subscribed Service and for compliance with all applicable third party terms which may govern the use of such Third Party Materials; and
the continued availability, compatibility with the Subscribed Service and performance of the Third Party Materials is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Subscribed Service to the extent resulting from the availability, incompatibility or performance of any of the Third Party Materials;
The Customer acknowledges that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise):
that the Subscribed Service shall meet the Customer’s individual needs, whether or not such needs have been communicated to the Supplier;
that the operation of the Subscribed Service shall not be subject to minor errors or defects; or
that the Subscribed Service shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Order Form.
Other than as set out in this Clause 8, and subject to Clause 17.6, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.
Customer General Responsibilities
The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Subscribed Service, including but not limited to laws relating to privacy, data protection and use of systems and communications.
Authorised User Access: Subject to Clause 9.3, the Customer agrees that all Authorised Users accessing and using the Subscribed Service will be presented with, and required to agree to, the Suppliers Policies including its Terms of Use and Privacy and Cookie Policies, as applicable.
End-User Access: The Customer agrees that all End-users accessing its retail/wholesale website and using the Subscribed Service will be presented with, and required to agree to, the Suppliers Policies, including its Terms of Use (which may be achieved by replication/enhancement in the Customer’s own terms of use) and Privacy and Cookie Policies where applicable. In addition the Customer acknowledges and agrees to provide all necessary and compliant public-facing contact information, a refund policy and order fulfilment timelines.
The Customer acknowledges and agrees that the Subscribed Service is not a marketplace, and any contract of sale made through the Subscribed Service is directly between the Customer and their End Users. The Customer is the seller of record for all items the Customer sells through the Subscribed Service.
The Customer including its Authorised Affiliates must make the Policies available to all End Users both prior to customer access to and usage of the Subscribed Service and for the duration of any End User usage.
The Customer is responsible for the goods and services that the Customer may sell through the Subscribed Service, and all aspects of the transactions between the Customer and the End Users including authorising charges to the End Users for purchases, refunds, returns, order fulfilment, customer service, fraud prevention, and required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where the Customer offers products or services for sale), or any End User breach of the Terms of Use.
The Customer represents and warrants that the Customer Data and the goods and services the Customer sells through the Subscribed Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, the Supplier will not be the seller or merchant or record and will have no responsibility for items sold to customers through the Subscribed Service.
Intellectual property
All Intellectual Property Rights in and to the Subscribed Service (including in all Applications, Documentation and all Supplier Provided Materials but specifically excluding all Customer Data) belong to and shall remain vested in the Supplier or the relevant third party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, Supplier Provided Materials or any other part of the Service, the Customer hereby assigns and / or to the extent necessary shall procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this Clause 10.1.
The Supplier has no obligation to deliver any copies of any software to the Customer in connection with the Agreement or the Subscribed Service.
The Customer and Authorised Users may be able to store or transmit Customer Data using the Subscribed Service and the Subscribed Service is designed to interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Subscribed Service or to exercise or perform the Supplier’s rights, remedies and obligations under the Agreement.
To the extent Third Party Materials are made available to, or used by or on behalf of the Customer, any Authorised Affiliate or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Third Party Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by the Supplier or the third party and not by the Agreement. The Supplier grants no Intellectual Property Rights or other rights in connection with any Third Party Materials.
The Supplier may use any feedback and suggestions for improvement relating to the Subscribed Service provided by the Customer, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
The Customer hereby waives (and shall ensure all Authorised Affiliates, Authorised Users and any other relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under the Agreement.
Except for the rights expressly granted in the Agreement, the Customer, any Authorised User, any Authorised Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Subscribed Service (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
Defence against infringement claims
Subject to Clauses 11.2 and 11.5, the Supplier shall in its absolute discretion:
elect to defend at its own expense any claim brought against the Customer by any third party alleging that the Subscribed Service infringes any copyright, database right or registered trade mark, registered design right or registered patent (an IP Claim); and
pay, subject to Clause 11.3, costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
The provisions of Clause 11.1 shall not apply unless the Customer:
promptly (and in any event within 5 Business Days) notifies the Supplier upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
makes no comment or admission and takes no action that may adversely affect the Supplier’s ability to defend or settle the IP Claim;
provides all assistance reasonably required by the Supplier subject to the Supplier paying the Customer’s reasonable costs; and
gives the Supplier sole authority to defend or settle the IP Claim as the Supplier considers appropriate.
The provisions of Clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under Clause 11.1.
In the event of any IP Claim the Supplier may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Fees paid in advance. This Clause 11.4 is without prejudice to the Customer’s rights and remedies under Clause 11.1.
The Supplier shall have no liability or obligation under this Clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
any modification of the Subscribed Service (or any part) without the Supplier’s express written approval;
any Third Party Materials;
any Customer Data;
any Free Trial Service (or any Support Service provided in connection with them);
any Open Source Software;
any goods or services offered for sale via the Subscribed Service:
any breach of the Agreement by the Customer including Authorised Affiliates and Authorised Users;
access to or use of the Subscribed Service (or any part) otherwise than in accordance with the Agreement and the Product Knowledge Base;
installation or use of the Subscribed Service (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by the Supplier.
Subject to Clause 17.6, the provisions of this Clause 11 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
Customer Systems and Customer Data
Customer Data shall at all times remain the property of the Customer (or its licensors), albeit in the case of Protected Data which shall be subject to the Data Protection Addendum.
The Subscribed Service permits the Customer to upload Customer Data which includes the certain types of data as described below:
CAD (Computer Assisted Design) data for the Customer’s products, including all design data and meta data such as weights, materials, colours, textures, sizes, dimensions etc;
‘Bill of Materials' which includes data such as part names, descriptions, prices etc.;
‘Manipulated Model Data’ which is Customer Data manipulated by the Customer using the Supplier technology so that the part model (‘Model’) explodes into 3D format in the Customer-selected way, and which is then re-uploaded by the Customer. For the avoidance of doubt the underlying technology underpinning the Model remains the Supplier’s Intellectual Property; and
Protected Data uploaded by Authorised Users (subject also to general personal data privacy and protection regulations and the Data Protection Addendum).
The Customer acknowledges and agrees that:
It either owns or has the rights to the Customer Data;
It has obtained all necessary permissions and consents for the use of Customer Data, specifically if it includes personal, confidential, or third-party information;
It is responsible for ensuring the Customer Data is accurate, complete, and up-to-date, and that the Supplier has no responsibility for verifying the accuracy of Customer Data other than providing a data assessment service for data quality purposes;
It warrants that the Customer Data complies with all applicable laws, including data protection laws (such as GDPR in the UK and EU);
It warrants that Customer Data does not infringe any third-party rights, including Intellectual Property Rights, privacy, or data protection; and
It shall ensure that the Customer Data does not include any data subject to any export control laws of the United Kingdom, the United States, the European Union or any of its member states or any other jurisdiction;
The Supplier shall have the right to permanently delete or otherwise remove, delete or suspend access to any Customer Data and/or disclose Customer Data to law enforcement authorities at any time (in each case without the need to consult the Customer) if in its reasonable opinion such content might be deemed illegal or unlawful.
The Supplier will use best endeavours to ensure that the Customer Data will be kept confidential and secure and free from loss, damage, destruction, corruption or unauthorised access or disclosure during the Subscribed Period. Please see the Information Security Addendum at https://partful.io/knowledge/data-and-security. For the Customer’s information, the Supplier uses the following third party service providers in the provision of its services generally:
The Customer hereby grants the Supplier (and each of its direct and indirect sub-contractors) a royalty-free, non-exclusive, sub-licensable (including by multi-tier) licence to use, copy and other otherwise utilise all Customer Data to the extent necessary in relation to the Subscribed Service or in order to exercise the Supplier’s rights under this Agreement.
Monitoring data: please see Clause 15.5 below. Insofar as any of the data recovered by the Supplier falls within the definition of Customer Data it will be dealt with in accordance with this Clause 12.
Protected Data: the Supplier will deal with any personal data which it processes and/or controls in consequence of this Agreement as set out in its Protected Data Addendum and in accordance with its Privacy Policy and Cookie Policy available at: [insert URL address].
The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Subscribed Service) complies with all applicable laws and Intellectual Property Rights.
If the Supplier becomes aware of any allegation that any Customer Data may not comply with any part of the Agreement the Supplier shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Subscribed Service and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.
Except as otherwise expressly agreed in the Agreement, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any Customer Data whether during or after the Subscribed Service Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s and Authorised Affiliates’ businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of the Agreement or the cessation or suspension the Subscribed Service.
The Supplier routinely undertakes regular backups of the Subscribed Service (which may include some Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
Unless otherwise set out in the Order Form or as subsequently expressly agreed by the parties in writing, the Supplier shall no less than 30 days following the end of the provision of the Subscribed Service securely dispose of such PII, or 3 years for IP data processed in relation to the Subscribed Service (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom requires the Supplier to store such Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.
Confidentiality and Security of Customer Data
The Supplier shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with the Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Subscribed Service or its express rights and obligations under the Agreement.
The Supplier shall implement technical and organisational security measures in accordance with the Information Security Addendum.
The Supplier:
undertakes to disclose the Customer Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the performance of its rights and obligations under the Agreement or as otherwise reasonably necessary for the provision of the Subscribed Service, and
shall be responsible to the Customer for any acts or omissions of any of the persons referred to in Clause 13.3.1 in respect of the confidentiality and security of the Customer Data as if they were the Supplier’s own.
The provisions of this Clause 13 shall not apply to information which:
is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;
is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;
is independently developed by the Supplier (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
is required by law, by court or governmental or regulatory order to be disclosed,
provided that clauses 13.4.1 to 13.4.3 (inclusive) shall not apply to Protected Data.
To the extent any Customer Data is Protected Data, the Supplier shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of the Supplier’s obligations under the Data Protection Addendum. Clauses 13.1 to 13.5 (inclusive) are subject to this Clause 13.6.
Supplier’s Confidential Information
The Customer shall maintain the confidentiality of the Supplier’s Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Supplier’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
The Customer undertakes to:
disclose the Supplier’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the Permitted Purpose;
procure that such persons are made aware of and agree in writing to observe the obligations in this Clause 14; and
be responsible for the acts and omissions of those third parties referred to in this Clause 14.2 as if they were the Customer’s own acts or omissions.
The Customer shall give notice to the Supplier of any unauthorised use, disclosure, theft or loss of the Supplier’s Confidential Information immediately upon becoming aware of the same.
The provisions of this Clause 14 shall not apply to information which:
is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
is independently developed by the Customer, without access to or use of the Supplier’s Confidential Information; or
is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.
This Clause 14 shall survive the termination or expiry of the Agreement for a period of ten years.
Monitoring compliance
During the Service Period and for seven years thereafter the Customer shall maintain full and accurate records relating to the Customer’s, all Authorised Affiliates’ and all Authorised Users’, use of the Subscribed Service under the Agreement.
The Customer shall allow and procure for the Supplier (and any representatives of the Supplier) access to its premises and the premises of Authorised Affiliates to:
inspect use of the Subscribed Service; and
audit (and take copies of) the relevant records of the Customer and the Authorised Affiliates,
in each case to the extent necessary to verify that the Customer is in compliance with its obligations under the Agreement.
Unless otherwise agreed in writing, the inspection and audit referred to in Clause 15.2 shall be undertaken:
during the Customer’s normal business hours on Business Days;
subject to the provision by the Supplier of a minimum of five Business Days’ notice; and
not more than twice in any calendar year.
At the Supplier’s request from time to time the Customer shall promptly (and in any event within two Business Days of such request) provide the Supplier with copies of the records referred to in Clause 15.1.
The Supplier may monitor, collect, store and use information on the use and performance of the Subscribed Service (including Customer Data) to detect threats or errors to the Subscribed Service and/or Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
This Clause 15 shall survive termination or expiry of the Agreement for a period of 12 months.
Relief
To the maximum extent permitted by law, the Supplier shall not be liable whatsoever (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
Limitation of liability
The extent of the Supplier’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as per Clauses 12.12 and 12.13, Clause 16 and as set out in this Clause 17.
Subject to Clauses 17.3 - 17.6 (inclusive), the Supplier’s aggregate liability in respect of the Subscribed Service, and the Support Service provided in connection with the same, (howsoever arising under or in connection with the Agreement) shall not exceed an amount equal to the Subscription Fees for the Subscribed Service paid to the Supplier by the Customer in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement.
Subject to Clause 17.6, the Supplier’s aggregate liability in respect of each individual Free Trial Service (and the Support Service provided in connection with the same) (howsoever arising under or in connection with the Agreement) shall not exceed £1,000.00 (one thousand pounds sterling).
Subject to clause 17.6, the Supplier shall not be liable for consequential, indirect or special losses.
Subject to clause 17.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
loss of profit;
destruction, loss of use or corruption of data;
loss or corruption of software or systems;
loss or damage to equipment;
loss of use;
loss of manufacturing production;
loss of contract;
loss of business;
loss of commercial opportunity;
loss of savings, discount or rebate (whether actual or anticipated);
harm to reputation or loss of goodwill.; and/or
wasted expenditure.
Notwithstanding any other provision of this Agreement, the Supplier’s liability shall not be limited in any way in respect of the following:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other losses which cannot be excluded or limited by applicable law.
This Clause 17 shall survive the termination or expiry of the Agreement.
Suspension
The Supplier may suspend access to the Subscribed Service (or any part) and to the Support Service to all or some of the Authorised Users if:
the Supplier suspects that there has been any misuse of the Subscribed Service or breach of the Agreement;
the Customer fails to pay any sums due to the Supplier by the due date for payment; or
required by law, by court or governmental or regulatory order.
Where the reason for the suspension is suspected misuse of the Subscribed Service or breach of the Agreement, without prejudice to its rights under Clause 20, the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
In relation to suspensions under Clause 18.1.2, access to the Subscribed Service will be restored reasonably promptly after the Supplier receives payment in full and cleared funds.
Fees shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Service. There shall be no discount for suspended use during a period of suspension.
Renewals
There shall be no automatic renewals, and the parties shall be at liberty to discuss renewal on terms to be agreed at any point during the Subscription Period.
Term and Termination
The Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period including any renewal under Clause 19.
Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if:
the other party commits a material breach of the Agreement and such breach is not remediable;
the other party commits a material breach of the Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or
the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 10 Business Days after the other party has received notification that the payment is overdue.
The Supplier may terminate or suspend the provision of Free Trial Service (and any associated Support Service) at any time with or without notice.
Consequences of termination
Immediately on termination or expiry of the Agreement (for any reason), the rights granted by the Supplier under the Agreement shall terminate including its right to access and use the Subscribed Service and the Support Service, and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall) with immediate effect:
stop using the Subscribed Service; and
destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
Upon termination or expiry of the Agreement, Customer Data shall be dealt with in accordance with the provisions of clauses 12.4, 12.12 and 12.14.
Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
Entire agreement
The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
Nothing in the Agreement shall limit or exclude any liability for fraud.
Notices
Any notice given by a party under the Agreement shall be:
in writing and in English;
signed by, or on behalf of, the party giving it (except for notices sent by email); and
sent to the relevant party at the address set out in Clause 23.3.
Notices may be given, and are deemed received:
by hand: on receipt of a signature at the time of delivery;
by post: at 9.00 am on the second Business Day after posting;
by international post: at 9.00 am on the fourth Business Day after posting; and
by email: on receipt of a delivered receipt and/ or a read receipt email from the correct address.
Notices shall be sent to:
in the case of those to the Supplier, to support@partful.co.uk
in the case of those to the Customer, to any email or physical address or contact details notified on the Order Form (as updated from time to time pursuant to Clause 23.4).
Any change to the contact details of a party as set out in Clause 23.3 shall be notified to the other party in accordance with Clause 23.1 and shall be effective:
on the date specified in the notice as being the date of such change; or
if no date is so specified, five Business Days after the notice is deemed to be received.
This Clause 23 does not apply to notices given in legal proceedings or arbitration, where due process regarding service must be followed.
Variation
No variation of the Agreement shall be valid or effective unless it is:
an Update made in accordance with the Agreement; or
made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
Assignment and subcontracting
Except as expressly provided in the Agreement, the Supplier may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
Except as expressly permitted by the Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement, in whole or in part, without the Supplier’s prior written consent.
Set off
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No partnership or agency
The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
Severance
If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, acceptance and performance of the Agreement (and any documents referred to in it).
Third party rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
Authority
Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and to grant to the other party the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
Miscellaneous
Both parties agree to foster an environment of mutual respect and to uphold principles of equality and non-discrimination in all interactions. Neither party shall engage in conduct that discriminates on the basis of race, sex, gender, religion, disability, or any other protected characteristic in accordance with applicable law, including but not limited to the principles of the Equality Act 2010 and other relevant human rights standards.
Each party shall ensure that its employees, contractors, and representatives act in a manner that respects the dignity, privacy, and human rights of the other party’s personnel during all interactions, reflecting principles consistent with Article 8 of the European Convention on Human Rights.
The parties agree that no form of harassment, intimidation, or inhumane treatment shall be tolerated in any engagement between their personnel, consistent with the principles of respect and dignity upheld by the European Convention on Human Rights.
If any disputes arise involving the conduct of personnel, both parties agree to address such matters promptly, ensuring compliance with human rights principles and ethical considerations.
Governing law
The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1
Definitions and interpretation
In the Agreement:
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Definitions and interpretation |
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Addendums |
means each of the following:
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Admin User |
a category of Authorised User as described at Clause 3.2; |
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Affiliate |
means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010; |
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Applications |
means the software or applications used by or on behalf of the Supplier to provide the Subscribed Service; |
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Authorised Affiliates |
means, in respect of the Subscribed Service, the Affiliates of the Customer (if any) identified in the Order Form as Authorised Affiliates in respect of that Subscribed Service; |
|
Authorised Users |
means, in respect of the Subscribed Service, (i) the Customer’s employees, contractors, dealers or End Users or such other people who are authorised by the Client to access and use the Subscribed Service and (ii) the Authorised Affiliates’ employees, contractors, dealers or End Users or such other people authorised by the Authorised Affiliates to access and use the Subscribed Service, in accordance with the Agreement; |
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Discount |
means if applicable the discount included in the Subscription Fee; |
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Business Day |
means a day other than a Saturday, Sunday or bank or public holiday in England; |
|
Customer |
means the entity or individual identified as the customer in the relevant Order Form or in the case of a Free Trial Service any permitted user authorised by the Company to access and use the Subscribed Services on a trial basis. |
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Customer Data |
means all data (in any form) that is provided to the Supplier or uploaded or hosted on any part of the Subscribed Service by the Customer or by any Authorised User (but excluding Feedback) as defined in more detail at Clause 12.2); |
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Customer Systems |
means all software and systems used by or on behalf of the Customer, the Customer’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt of the Subscribed Service or that the Subscribed Service otherwise, links, inter-operates or interfaces with or utilises (in each case whether directly or indirectly); |
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Data Protection Losses |
has the meaning given to that term in the Data Protection Addendum; |
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Documentation |
means:
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End Users |
means B2B Users and B2C Users (as defined at Clause 3.5); |
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Fees |
means the Subscription Fees together with any other amounts payable to the Supplier under the Agreement; |
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Force Majeure |
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement (provided always that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet; |
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Free Trial Service |
means any Subscribed Service identified in the Order Form as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis); |
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Information Security |
means the Suppliers information security policy and procedures as described in the Information Security Addendum which can be accessed here: https://partful.io/knowledge/data-and-security ; |
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Intellectual Property Rights |
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
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Master SaaS Terms |
means the terms set out in the clauses and other provisions of this document (including 0s), as Updated from time to time; |
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Open Source Software |
means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of the Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of the Agreement; |
|
Order Acceptance |
means the effective date of the relevant Order Form; |
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Order Form |
means the digital or physical form (including its schedules, annexes and appendices (if any)) ordering the Subscribed Service entered into by or on behalf of the Customer and Supplier, incorporating these Master SaaS Terms and more generally the Agreement (and as varied by the parties by agreement in writing from time to time); |
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Permitted Downtime |
means:
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Permitted Purpose |
means the Customer’s and/or any Authorised Affiliates’ use of the Subscribed Service in their business operations to create digital spare parts catalogues by uploading engineering and sales data onto the Supplier’s software platform, thus enabling e-commerce functionality by displaying parts sales information and allowing End Users to access the catalogues, place retail or wholesale orders, and generally to facilitate product ordering by businesses and consumers. |
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Policies |
means each of the following:
all as attached in the current edition at Schedule 2; |
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Protected Data |
has the meaning given in the Data Protection Addendum (Addendum 1 hereto); |
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Relief Event |
means:
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Service Hours |
means 24 hours a day, seven days a week] excluding Permitted Downtime; |
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Service Period |
means the period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods; |
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Subscribed Service Period |
means (subject to Clauses 19 and 20) in respect of the Subscribed Service, the duration during which such service is to be provided as initially set out in the Order Form and as varied in accordance with the Agreement; |
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Subscribed Service |
means the cloud service to which the Customer has subscribed as set out in the Order Form, namely PARTFUL 2.0 which is a Software as a Service platform, along with all the content, material or services accessible within the software and all relevant updates and upgrades thereto; |
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Subscribed Territory |
means, in respect of the Subscribed Service, the territories identified in the Order Form except to the extent it is illegal under any applicable law for the Subscribed Service to be provided to or received within such territories from time to time; |
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Subscription Fee |
means, in respect of the Subscribed Service, the fees payable by the Customer in consideration of that Subscribed Service as set out in the Subscription Pricing Terms; |
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Subscription Pricing Terms |
means the details of pricing and fees in respect of the Subscribed Service, as updated from time to time and available on request; |
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Supplier |
means SAMSON VTI UK LIMITED t/as PARTFUL (Company No. 11043300); |
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Supplier Provided Materials |
means all services, data, information, content, Intellectual Property Rights, portals, software and other materials provided by or on behalf of the Supplier in connection with the Service, but excluding all Customer Data and Third Party Materials; |
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Supplier’s Confidential Information |
means all information (whether in oral, written or electronic form) relating to the Supplier’s business which may reasonably be considered to be confidential in nature including information relating to the Supplier’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Subscription Pricing Terms, the Product Knowledge Base, the Description and any other technical or operational specifications or data relating to the Subscribed Service shall be part of the Supplier’s Confidential Information; |
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Support Service |
means, in respect of the Subscribed Service, the support services provided by the Supplier to the Customer; |
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Terms of Use |
means the terms of service as defined in this agreement by the Supplier for communication by the Customer in any End User arrangements in relation to the Subscribed Service; |
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Third Party Materials |
means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Third Party Materials which may be linked to, interact with or used by the Subscribed Service) and all other materials expressly identified as Third Party Materials in the Order Form; |
|
Update |
has the meaning given in Clause 6.2, and Updated shall be construed accordingly; |
|
Update Notification |
has the meaning given in Clause 6.1; and |
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VAT |
means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom. |
In the Agreement, unless otherwise stated: