--- title: Terms and conditions description: The SamsonVT terms and conditions. --- [![Client Logo](https://partful.io/hubfs/ptf-01/Typography/Client%20Logo.svg)](https://partful.io/) - Products - [3D Exploded Parts Catalog](https://partful.io/partful-3d-parts-catalogue) - [3D Work Instructions](https://partful.io/3d-digital-work-instructions) - Who We Help - By Job Role - By Industry - [OEMs](https://partful.io/solutions/oem-spare-parts-software) - [Engineers For CAD teams and product engineers building and maintaining accurate parts data](https://partful.io/solutions/engineering-parts-catalog-software) - [Aftersales For customer support and service teams who need faster fixes and fewer errors](https://partful.io/solutions/aftersales-software) - [Operations For operations managers driving efficiency, uptime, and self-service across teams](https://partful.io/solutions/operations-manager-parts-software) - [C-Suite & Directors For decision-makers focused on growth, operational efficiency, and delivering a best-in-class service.](https://partful.io/solutions/c-suite-aftersales-automation) - 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[Engineers For CAD teams and product engineers building and maintaining accurate parts data](https://partful.io/solutions/engineering-parts-catalog-software) - [Aftersales For customer support and service teams who need faster fixes and fewer errors](https://partful.io/solutions/aftersales-software) - [Operations For operations managers driving efficiency, uptime, and self-service across teams](https://partful.io/solutions/operations-manager-parts-software) - [C-Suite & Directors For decision-makers focused on growth, operational efficiency, and delivering a best-in-class service.](https://partful.io/solutions/c-suite-aftersales-automation) - By Industry - By Industry - [Agriculture For tractors, sprayers, balers and combines](https://partful.io/solutions/agriculture-parts-catalog) - [E-Mobility For electric bikes, scooters and motorcycles](https://partful.io/solutions/e-mobility-parts-catalog) - [Lawn Care For cylinder mowers, ride-ons and turf groomers](https://partful.io/solutions/lawn-care-parts-catalog) - [Refrigeration For walk-in freezers, chillers and cold rooms](https://partful.io/solutions/refrigeration-parts-catalog) - [Energy For solar panels, wind turbines and power systems](https://partful.io/solutions/energy-parts-catalog) - [Hospitality & Food Service For commercial kitchens, catering equipment and beverage dispensers](https://partful.io/solutions/hospitality-and-food-service-parts-catalog) - [OEMs](https://partful.io/solutions/oem-spare-parts-software) - Content Hub - Content Hub - [Demo Center Experience our product with interactive demos without signing up for anything.](https://partful.io/demo-center) - [Resources Discover case studies, reports, ebooks, and more to help you improve productivity and profitability.](https://partful.io/resources) - [Blog Latest opinion articles, industry news and predictions as well as useful resources for OEM aftersales transformation](https://partful.io/blog) - [Podcast We talk to key opinion leaders about the most pressing topics in manufacturing and more](https://partful.io/resources?types=Podcasts) - [Product Knowledge Base Help articles, onboarding resources and instructions for Partful users](https://partful.io/knowledge) - About - About - [Our Story](https://partful.io/our-story) - [Our Team Our culture, our team and more](https://partful.io/team) - [Join our team We're always hiring!](https://partful.io/careers-at-partful) [Book a demo](https://partful.io/book-a-free-demo) # Terms and Conditions 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** - **Rights of use** 1. Upon Order Acceptance and subject to the terms of the Agreement, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:  1. 1. 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  2. 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. 2. The following are expressly excluded from Permitted Use:  1. 1. 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; 2. 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)); 3. 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 4. 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. 2. The Customer acknowledges that the Subscribed Service does not include: 1. 1. 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); 2. dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or 3. 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 ** 1. The Customer shall ensure that only Authorised Users use the Subscribed Service and that such use is at all times in accordance with the Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Subscribed Service, within the categories described below.  2. The Customer shall be liable for the acts and omissions of the Authorised Users as if they were its own. Any obligation on the Customer to do, or to refrain from doing, any act or thing under this Agreement shall include an obligation upon the Customer to procure that all Authorised Users also do, or refrain from doing, such act or thing. 3. If the Customer becomes aware that any Authorised User’s use of the Subscribed Service is in breach of these Master SaaS Terms or that an Authorised User's use of the Subscribed  Service breaches any applicable laws then the Customer shall immediately suspend the relevant Authorised User’s use of the Subscribed Service and the Customer must make the Supplier aware of the breach(es) by the Authorised User immediately.  4. If the Customer fails to suspend an Authorised User’s use of the Subscribed Services in accordance with Clause 3.3, the Supplier may (but shall not be obliged to) disable the relevant Authorised User's access to the Subscribed Service for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Customer or the relevant Authorised Users. 5. There are various categories of Authorised User, with varying access rights, and the Customer shall be responsible for ensuring that such are appropriately designated, monitored, preserved and where necessary, enforced. These are as follows: 1. **Customer / Authorised Affiliate personnel**: 1. **Admin Users** - individuals in or retained by the Customer and/ or Authorised Affiliate organisation who have access rights to create, edit, amend, delete, push live etc. content within the parts catalogue as well as adding additional Authorised Users of all types.; 2. **Non- Admin Users** - individuals in or retained by the Customer and/or Authorised Affiliate organisation who will have access to the Subscribed Service but no admin rights. 2. **B2B User** - business users of the Subscribed Service who will transact e.g. dealers, distributors, service partners / technicians. They will either be invited to the Subscribed Service by the Customer (or Authorised Affiliate) or will have the ability to ‘self-register’ for access to the Subscribed Services (as controlled by the Customer) 3. **B2C User** - consumer users of the Subscribed Service who will transact e.g. owners of products that the Customer manufactures, who subject to necessary permissions from Customer may browse the platform (as a catalogue) and/or order spare parts. They will either be invited to the platform by the Customer (or Authorised Affiliate) or will have the ability to ‘self-register’ for access to the platform (as controlled by the Customer) 6. Access levels for Non-Admin Users and B2B and B2C Users: will fall under one of the following user access groups: 1. **Viewer**: This user role has access to the parts catalogue content and ability to submit and review their orders via the platform to the Customer. They cannot access content management or user management functionality (such access is obtained via an admin portal with access restricted to Admin Users). 2. **Viewer (no pricing)**: This user role has access to the parts catalogue content but they cannot see parts pricing or submit orders to the Customer. 7. The Customer shall ensure that the number of Admin Users for the Subscribed Service do not exceed the number prescribed in the Order Form for the Subscribed Service at any time and that each Admin User complies with ‘fair use’ limitations.  ‘Fair use’ in this context means the reasonable and lawful use of the Subscribed Service in accordance with its intended purpose, applicable laws, and the terms of this Agreement. It prohibits excessive, abusive, or disruptive usage that could negatively impact the Subscribed Service's performance, security, or availability for other users. The Supplier reserves the right to monitor usage and take appropriate action, including suspension or termination, in cases of unfair or excessive use by the Customer or those for whom or which it is responsible including all Authorised Affiliates and all Authorised Users.  The Customer is entitled to remove one individual as an Admin User and replace them with another individual in accordance with the terms of the Agreement, but Admin User accounts cannot be shared or used by more than one individual at the same time. Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of any provision in this Clause 3, then: 1. the warranties in Clause 8.1 shall cease to apply to the Subscribed Service for the duration of the period during which the Customer is in breach; and 2. the Customer shall be liable to pay for the number of any Admin Users above the maximum number prescribed for that Subscribed Service for the relevant period during which infringement occurred in accordance with the Subscription Pricing Terms. 3. the Customer shall be liable to make payment for any Admin Users above the number prescribed in the Order Form and/or the surplus of data usage above the fair use limitations described above, by way of a reasonable adjustment to the Subscription Fee. 1. The Customer shall: 1. only provide Authorised Users with access to the Subscribed Service via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and 2. procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including but not limited to all obligations and restrictions relating to the Supplier’s Confidential Information. In relation to End Users, the Customer shall ensure that the Terms of Use are brought to their attention prior to any usage. 2. The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf, shall keep confidential and not share with any third party their password or access details for any Subscribed Service. 3. If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify the Supplier immediately. 4. The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Subscribed Service, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Subscribed Service, the Customer Data or the Documentation (or any part) to, or access or use the Subscribed Service, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, without first obtaining such licence or other approval. Without prejudice to the Supplier’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Subscribed Service, the Customer Data and Documentation in or into any part of the Subscribed Territory or elsewhere, complies with all export and other laws. - **Indemnity** 1. 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: 1. 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;  2. 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** - **Changes to services and terms** - **Fees** due under the Agreement, and the invoices shall be paid within 30 calendar days of the date on the invoice. 1. 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. 2. 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. 3. 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). 4. 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.  5. 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** - **Customer General Responsibilities** - **Intellectual property** - **Defence against infringement claims** - **Customer Systems and Customer Data** - AWS (Cloud Hosting provider) - Analytics Vendors  - Google Analytics - TrackJS - Mouseflow - InstaLOD (CAD Processing Vendor) - Hubspot (CRM software) - Rocket Lane (Project Management software) 1. 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. 2. 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. 3. 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: \[insert URL address\]. 4. 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. 5. 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.  6. 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. 7. 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. 8. 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** provided that clauses 13.4.1 to 13.4.3 (inclusive) shall not apply to Protected Data. 1. 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** - **Monitoring compliance** in each case to the extent necessary to verify that the Customer is in compliance with its obligations under the Agreement. 1. Unless otherwise agreed in writing, the inspection and audit referred to in Clause 15.2 shall be undertaken: 1. during the Customer’s normal business hours on Business Days; 2. subject to the provision by the Supplier of a minimum of five Business Days’ notice; and 3. not more than twice in any calendar year. 2. 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. 3. 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. 4. This Clause 15 shall survive termination or expiry of the Agreement for a period of 12 months. - **Relief** - **Limitation of liability** - **Suspension** - **Renewals** - **Term and Termination** - **Consequences of termination** - **Entire agreement** - **Notices** - **Variation** - **Assignment and subcontracting** - **Set off** - **No partnership or agency** - **Severance** - **Waiver** - **Costs and expenses** - **Third party rights** - **Authority** - **Miscellaneous ** - **Governing law** - **Jurisdiction** **SCHEDULE 1Definitions and interpretation** In the Agreement: | | **Definitions and interpretation** | | --- | --- | | **Addendums** | means each of the following:  1. the addendum identifying certain respective rights and obligations of the parties in respect of Protected Data and privacy under the Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at [https://partful.io/migration/knowledge/data-protection-addendum](https://partful.io/migration/knowledge/data-protection-addendum) (the **Data Protection Addendum**); and 2. the addendum identifying certain of the parties’ respective rights and obligations in respect of security under the Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at [https://partful.io/knowledge/data-and-security](https://partful.io/knowledge/data-and-security)  (the **Information Security Addendum**); | | **Admin User** | a category of Authorised User as described at Clause 3.2; | | **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; | | **Applications** | means the software or applications used by or on behalf of the Supplier to provide the Subscribed Service; | | **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; | | **Discount** | means if applicable the discount included in the Subscription Fee; | | **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. | | **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); | | **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); | | **Data Protection Losses** | has the meaning given to that term in the Data Protection Addendum; | | **Documentation** | means: 1. the description of the Subscribed Service (as Updated from time to time), which as at Order Acceptance is as defined in the Order Form (the **Description**); 2. in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Subscribed Service made available by the Supplier at [https://partful.io/knowledge](https://partful.io/knowledge) (as Updated from time to time) (the **Product Knowledge Base**; | | **End Users** | means B2B Users and B2C Users (as defined at Clause 3.5); | | **Fees** | means the Subscription Fees together with any other amounts payable to the Supplier under the Agreement; | | **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; | | **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); | | **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](https://partful.io/knowledge/data-and-security) ; | | **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: 1. whether registered or not; 2. including any applications to protect or register such rights; 3. including all renewals and extensions of such rights or applications; 4. whether vested, contingent or future; and 5. wherever existing; | | **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;  | | **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; | | **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); | | **Permitted Downtime** | means: 1. scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 02.00 hrs  to 06.00 hrs (UK time); 2. emergency maintenance; or 3. downtime caused in whole or part by Force Majeure. | | **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.  | | **Policies** | means each of the following: 1. the Terms of Use ;  2. the Supplier’s privacy policy in relation to the Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available at [https://partful.io/privacy](https://partful.io/privacy) (the **Privacy Policy**); and 3. the Supplier’s cookie policy in relation to the Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available at [https://partful.io/en/cookie-policy](https://partful.io/en/cookie-policy) (the Cookie Policy) all as attached in the current edition at Schedule 2; | | **Protected Data** | has the meaning given in the Data Protection Addendum (Addendum 1 hereto); | | **Relief Event** | means: 1. any breach of the Agreement by the Customer; or  2. any Force Majeure; | | **Service Hours** | means 24 hours a day, seven days a week\] excluding Permitted Downtime; | | **Service Period** | means the period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods; | | **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; | | **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;  | | **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; | | **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; | | **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; | | **Supplier** | means SAMSON VTI UK LIMITED t/as PARTFUL (Company No. 11043300); | | **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; | | **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; | | **Support Service** | means, in respect of the Subscribed Service, the support services provided by the Supplier to the Customer; | | **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; | | **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 | | **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: 1. the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation; 2. the Supplier and the Customer are together the **parties** and each a **party**, and a reference to a party includes that party’s successors and permitted assigns and Affiliates; 3. words in the singular include the plural and vice versa; 4. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 5. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); 6. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and 7. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction. 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