Mia Terms & Conditions

1 General

1.1 “Additional Services” means any additional services outside of the scope of the Services described in the Contract Summary and Set Up Plan, including any services provided by agreement or taken or used by you beyond any Reasonable Usage levels identified in these Conditions.

1.2 “Agreed Requirement” means the anticipated extent of Services required by You, including extent of anticipated User Licence requirements, data use, locations and integration with Your existing systems and processes as identified in the Configuration Document subject to our confirmation in the Set Up Plan.

1.3 “Base System” means a configured ero57 software platform built in accordance with the Set Up Plan, ready to accept Your Data.

1.4 “Change Control” means the change control process set out in clause 8 of these Conditions.

1.5 “Commencement Date” means the date of this Agreement being the date noted on the Contract.

1.6 Summary.

1.7 “Conditions” means these terms and conditions.

1.8 “Confidential Information” means information that is proprietary or confidential.

1.9 “Configuration Document” means the standard document provided by Us for You to complete in accordance with the terms of this Contract.

1.10 “Contract” means the arrangement between You and Us as set out in the Contract Summary, these Conditions and the Service Level Agreement.

1.11 “Data” means any information or data of whatever nature supplied by You, any of Your customers or by any third party on Your behalf including but without limitation any customer details and the specifics of any of the Your customer’s debt.

1.12 “ero57 Software” means the proprietary software owned by Us and to be provided under licence subject to these Conditions together with any software updates or variations made available pursuant to these Conditions.

1.13 “Fees” means the total fees payable by You as set out in the Contract Summary or as otherwise arising under these Conditions together with any fees relating to Additional Services.

1.14 “Intellectual Property Rights” means all rights known as intellectual property rights (sometimes also called intellectual capital), which includes patents, rights to inventions, copyright, trademarks, trade names, domain names, rights in get-up, rights in goodwill or reputations, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the World.

1.15 “Minimum Users” means the minimum number of user licences which will be made available to you from the Start Date for the remainder of the term and for which you agree to meet the Fees throughout the term in accordance with these Conditions.

1.16 “Reasonable Usage” means the level of data storage usage per User set out in the Contract Summary.

1.17 “Service Level Agreement” means the written statement of service levels to be provided by Us to You in relation to the operation of the ero57 Software and in respect of provision of Support Services.

1.18 “Services” means the provision by Us to You of a web based credit management system, by establishing an Agreed Requirement and granting you access to our proprietary software, known as “ero57”, together with Set Up Services and thereafter remote access to that software and server for Your Data which You upload or provide to us to upload and is then contained within that system and provision of Support Services.

1.19 “Set Up Plan” means the plan to be described in the documents; the design and build specification,the configuration and build timetable and the IT integration guide which will be provided by us to confirm the scope of Set Up Services required in order to facilitate provision of ero57.

1.20 “Set Up Services” means the services to be provided by Us to facilitate the Set Up of the ero57 Software ready for You to upload Data and commence use.

1.21 “SOW” means a statement of Work for the provision of additional services to You which will be in accordance with this Contract.

1.22 “Specification” means the standards of functionality and performance that We describe in Our published specification for ero57 which may be revised from time to time.

1.23 “Start Date” means the date upon which We notify You the Services will be ready for you to complete configuration and upload Data. An estimated Start Date is set out in the Contract Summary, which may be revised by Us in accordance with these Conditions.

1.24 “Support Services” means the support to be provided pursuant to these Conditions and as further described in the Service Level Agreement in respect of the operation of the ero57 Software licensed to You under these Conditions.

1.25 “User” means an individual employee, consultant or contractor of Your business who We specifically authorise to use the ero57 Software strictly in accordance with these Conditions.

1.26 “User Licences” means a licence for an individual User to access and utilise ero57 Software from the Start Date and throughout the term solely in relation to Your Data strictly in accordance with these Conditions on a non-exclusive basis.

1.27 “We” and “Us” refers to Square Marble Technology Limited whose registered address is 45 Beech Street, London EC2Y 8AD and whose registered number is 4458744.

1.28 “Workshop Fees” means the charges calculated on a time and materials basis in respect of the analysis, design, development and planning work to be undertaken from the Commencement Date to the Start Date or the date We receive Your notice in accordance with clause 6.2.

1.29 “You” and “Your” means the client of Square Marble Technology Limited whose name and details are set out in the Contract Summary.

2 Our Agreement

2.1 This Contract sets out the entire agreement between You and Us to the exclusion of any terms and conditions stipulated by You in any other document or agreement and supersede all prior agreements between You and Us regarding the Services and any Additional Services but without prejudice to any outstanding rights which have already accrued to either party.

2.2 No variation or waiver of this Contract shall be binding on Us unless agreed in writing by a board director on Our behalf.

2.3 Our employees and/or agents are not authorised to make any representations concerning the Services unless confirmed by Us in writing. You acknowledge that You do not rely upon and waive any claims for breach of any representations that are not so confirmed.

3 Commencement and Term

3.1 The obligations under this Contract will begin on the Commencement Date. Subject to You complying with Your obligations in accordance with the Contract, We will use reasonable endeavours to provide you with the Services in accordance with the estimate dates agreed, however time shall not be of the essence. We agree to provide and You agree to pay for our Services under the terms of the Contract.

3.2 This Contract will run from the Commencement Date until the Start Date and then will run for a minimum term of 12 (twelve) months from the Start Date and will continue to remain in force after this 12 month period until it is terminated by either party pursuant to clauses 10 or 14.

4 Our Services

4.1 We allow You to use the number of User Licenses specified in the Contract Summary to use and access ero57 from the Start Date.

4.2 You may only use ero57 Software for the purposes of Your business and in accordance with Our instructions.

4.3 We will supply You with usernames and passwords to allow access to ero57 Software. You are responsible for keeping these confidential and any damage or loss caused by inappropriate use of those usernames and passwords.

4.4 We will upload initial Data to the Base System ero57 Software for You providing that it has been provided by You in the format specified by us in the IT integration guide which will be provided as part of the Set Up Plan.

4.5 Access to ero57 Software is granted solely for the purpose of provision of the Services.

4.6 We will provide You with service desk support to the system from 8.00am to 6.00pm Monday to Friday excluding public holidays. We will carry out routine maintenance indicative of normal use as part of the Services.

4.7 We warrant that the ero57 Software will (subject to You meeting Your obligations under these Conditions) perform in accordance with the Specification at the Start Date. You acknowledge that Software by its nature may not be error or bug free. In the event that We are unable to provide the ero57 service for any technical reason (“downtime”), (other than as a result of a force majeure event or Your failing) a rebate of the monthly rental fee may be given in accordance with section 7.7 of the

Service Level Agreement as Your sole remedy for the ero57 Software not being available. Whilst We endeavour to undertake any repairs, updates or upgrades outside normal business hours, sometimes We will need to undertake emergency work and this may necessitate that the availability of the ero57 Software is temporarily suspended, please see the IT integration guide for more detail.

4.8 Any repair or maintenance work required as a result of Your negligent actions, improper use or attempts to copy or modify ero57 will be undertaken by Us and billed to You at the rate of £135 per hour for technical support and £50 per hour for administrative support to cover any labour performed by Us.

4.9 We will back up and archive Your Data by conducting at least daily full back -ups (which are kept for no more than 14 days) and additional back-ups during working hours. If Your Data is lost or damaged, We will attempt to restore the lost or damaged data using the most recent back-ups. This will be Our only liability to You if Your Data is lost or damaged.

4.10 If We provide services to You, these will be provided with reasonable skill and care.

4.11 We warrant that subject to You providing accurate and complete information as to your Data, systems, proprietary and third party software and systems (as noted in the Configuration Document and/or Set Up Plan) (“Your System”) that ero57 Software will be compatible with Your System as at commencement of Our provision of the Set Up Services. We do not warrant that ero57 Software will be compatible (or capable of being made compatible) with any later alterations, modification, updates or amendments to Your System. It is Your responsibility to keep us informed of changes to Your System, and we reserve the right to charge for any Additional Services required to maintain functionality as a result of changes to Your System.

4.12 You will co-operate and assist in respect of any upgrade or maintenance or fix to the ero57 Software, we decide to undertake and will upgrade and maintain Your System to ensure compatibility as we may reasonably require.

5 Your Obligations and Liabilities

5.1 To allow Us to give You access to ero57 and provide any Services, You will co-operate with Us in good faith and should We require it, give Us access to Your systems, information and personnel. We will need access to Your Data, security access information and to understand what other software You use.

5.2 If You delay providing anything We need, You acknowledge that this may delay Us providing You with access to ero57, but the Fees will still be payable.

5.3 You must keep access to Your systems restricted and keep the passwords and usernames confidential.

5.4 We are not responsible if someone else accesses ero57 using these and damages Your Data or misuses ero57. We are not responsible for any loss, damage, alteration or disclosure of Your Data caused by a third party.

5.5 A user ID will record the identity of the author of any changes made to Data stored on the system. Any changes made by Your staff to any of Your Data are Your responsibility and You accept all implications of this liability.

5.6 We are not responsible for how You use ero57. If Your use (or mis-use) causes Us any financial loss, You will cover that loss in full and indemnity Us accordingly. Where there is a loss, You will have the opportunity to deal with the third party concerned to reduce that loss and We will reasonably cooperate with You.

5.7 If either of us finds any faults or defects in ero57, Your staff will promptly co-operate with Us to identify the cause of the fault or defect and resolve it. You are responsible for the set up and maintenance of your internet connection. Any loss of your internet connectivity will not be considered to be “downtime” in accordance with clause 5.7.

5.8 If You fail to perform any of Your obligations or responsibilities in this licence and We have to spend time and use materials to correct or deal with that failure, then We will charge You for the additional time and materials spent at Our standard rates.

5.9 You warrant that all debts, details and information imported into ero57 are true, accurate, valid and complete and that You are solely responsible for any loss or damage that may be suffered as a consequence of the use of the Services

6 The Delivery of Services

6.1 You will attend and engage with our workshop process in order to assist in establishing feasibility and requirement for the Services and you agree that you will actively participate in the workshop process, providing such further information about your systems, processes, workflows, databases, data formats and requirements as we may reasonably require. You will provide a summary of your Agreed Requirement (in the form of a completed version of our Configuration Document). We agree that subject to our initial desktop assessment of feasibility and subject to our agreeing that the project is viable and we can deliver it to Specification, We will then provide our Set Up Plan, which will include an estimate of the Fees based upon the information provided to Us and incorporated into the Set Up Plan.

6.2 You will promptly review the Set Up Plan and accept in writing subject to ensuring its accuracy and suitability (promptly informing us in writing of any inconsistency or further information which may be relevant to our efficient design and build of the Base System and delivery of the Services). Upon delivery of the Set Up Plan you have 7 days to notify us if you do not wish to proceed with the development of the Base System and Services, and if You so notify Us, We will only charge You the Workshop Fees. The Set Up plan shall form the basis upon which we will build the Base System and deliver the Services. We will provide an initial estimate of the Charges which We anticipate will be incurred in delivering the Base System to You based on Your Agreed Requirement. Our estimated Charges for Set Up Services are based upon the information provided by You and may be revised as We learn more about Your System.

6.3 Upon agreement of the Set Up Plan we will use reasonable endeavours to build, base-line and then deliver the Base System for testing. We will use reasonable endeavours to ensure that the Base System meets Specification and upon demonstrating or making available a demonstration that the Base System meets Specification and the requirements set out in the Set Up Plan the Base System shall be deemed accepted. Any amendments to the configuration of the system after delivery of the Base System (or variance from the Set Up Plan) will be deemed as a Change Request (which We will consider in accordance with Clause 8 of these Conditions) and as such we reserve the right to apply additional charges to deliver this work at a rate of £135.00 per hour. Where work is required in the set up of ero57 beyond that set out in the Set Up Plan, We may charge You additional set up fees in addition to all other agreed fees at the rate of £135 per hour.

6.4 The Start Date shall be the date reasonably set by us following the acceptance of the Base System in accordance with Clause 6.3 of these Conditions, We will provide an estimated Start Date in order to assist Your data migration or upload planning.

7 Fees and Charges

7.1 All sums payable under this Contract do not include VAT and other duties or taxes, We will add all applicable taxes to Our charges and Fees.

7.2 You shall pay and be responsible for the Workshop Fees and the applicable charges for Set Up based upon the time and cost incurred in Set Up (including any charges incurred in respect of travel costs). You will meet all other Fees from the Start Date up to the time of termination of this Contract. Workshop Fees and Set Up fees will be invoiced monthly. All other Fees will be invoiced quarterly in advance.

7.3 Payment of all amounts shall be due within 30 days of the date of invoice and shall be paid by You in full without deduction or set off.

7.4 If You do not pay on time, (without prejudice to our other rights) We may either end this Contract or suspend Your access to ero57 on provision of 30 days’ notice to You. We will also charge You for all administrative time incurred (which in the case of an unpaid Direct Debit is typically £25+VAT) and recoup any bank charges incurred, together with interest on any unpaid amount at the rate of 4% above the base lending rate of the Bank of England until You pay, and this interest rate will apply before and after any Court Order We may obtain against You

7.5 We will provide You with the Minimum User Licences (including the related data storage specified in the Contract Summary) from the Start Date. You will be billed quarterly in advance for the Minimum User Licences. Any necessary adjustment will be reflected in the next quarterly invoice in respect of any additional use.

7.6 Where an upgrade to ero57 is available, a charge will be made to upgrade your system at the standard hourly rate for technical support as stated clause 4.8. Thereafter continued Fees for the upgraded version are included in the price shown in the Contract Summary. Additional charges are made for any additional functionality requested pursuant to the Change Control process. Classification of additional functionality to ero57 as Additional Services shall be at Our sole discretion.

7.7 The Fees (or the individual licence and server fees) payable may be increased by Us once per year with the increase taking effect on the anniversary of the Start Date. We will not increase the Fees by more than the rate of 5% per annum. Any failure of Us to implement this increase at any time will not constitute a waiver of the right to do so at a future time. We will endeavour to give You 30 days’ notice of any increase in the Fees or an individual licence or server fee.

8 Change Control

8.1 Either We or You may request a change, variation or addition to the Services at any time. We will only be obliged to consider any such change request from You if We are provided with all relevant information as We may reasonably require. We reserve the right to charge for time spent considering change requests. If You make a change request supplying sufficient relevant information We will reasonably consider the viability and estimated time and cost of providing the change in functionality or specification requested. If We consider that we may reasonably provide the change requested We will provide written confirmation of the extent of change, estimated cost and time likely to be incurred. We will also identify the extent of co-operation and steps that will be required to be undertaken (for example updating third party or proprietary software by You or Your third party suppliers) upon which Our Additional Services in implementing a change would rely. You must respond to theinformation We provide in this respect promptly and in any event within 14 days confirming whether You accept or reject Our proposal for undertaking Additional Services. If You accept our proposal, the charging rates applicable to the provision of the proposed Additional Services will be based upon Our then prevailing standard rates. We will usually invoice for the Additional Services monthly in arrears but reserve the right to require payment on account of undertaking these Additional Services prior to commencing work. Once the Additional Services are complete and to the extent that they amend, alter or vary any aspect of ero57 Software or its functionality, those changes will form part of the ero57 Software and shall belong to Us. They will remain licensed to You in accordance with these Conditions as part of the licence of Users of ero57 Software.

8.2 Where We identify a change that is necessary (other than a bug fix or maintenance activity required to maintain functionality of ero57 in accordance with Specification and subject to Your compliance with these Conditions and in particular the warranties provided in clause 4) then We will provide You with details of the proposed change, cost and time that may be required to implement such proposed change.

8.3 You will be provided with reasonable notice of such proposed Additional Services and shall have the right to decide whether to proceed with such relevant Additional Services. If You decide to proceed with the

8.4 Additional Services proposed then the payment arrangements and Intellectual Property Rights entitlements set out in clause 8.1 shall apply.

9 Our liability

9.1 We confirm that as at the Start Date and subject to Your compliance with these Conditions ero57 Software performs substantially in accordance with its Specification and is, as far as reasonably possible, free from defects.

9.2 We are not responsible if ero57 Software fails or its performance is compromised due to You using ero57 Software against Our instructions or if You or anyone else modifies or alters it. You acknowledge that that it is not possible to test ero57 Software in conjunction with every type of hardware and other software products. As a result We do not guarantee that ero57 Software will work on Your systems and/or work with the other software You use.

9.3 Other than as set out at clause 9.6 Our maximum liability to You in any one year will not exceed the total of the Monthly Fees paid in the previous 12 months. You acknowledge that this is a reasonable amount in view of the level of the Fees and charges payable to Us and the purpose for which ero57 Software is used. You also acknowledge that insurance may be available to cover any likely losses You may incur if there was any problem.

9.4 Notwithstanding clause 9.3, if any liability is due to a defect in ero57 Software, Our liability will be limited to rectifying that defect, or repaying you a sum which we consider reflects any diminution in functionality (within the limit of liability set out in clause 9.3).

9.5 Nothing in this clause 9 shall limit Our liability for death, personal injury, fraud or fraudulent misrepresentation.

9.6 Other than where We specifically set out in this Contract or the Specification, We give no warranty in respect of ero57 Software and all warranties, conditions and other terms implied by law or industry practice are, to the fullest extent permitted by law, excluded from this Contract.

9.7 Subject to clause 9.5 We shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or otherwise) for any consequential, indirect or special losses in any case whether or not such losses were within the contemplation of the parties at the date of this Contract. We shall not in any event be liable a loss of profit, loss of business or business opportunity.

10 Ending the Agreement

10.1 You may terminate the Contract by giving not less than 3 months written notice to Us at any time after the expiration of the first 12 months following the Start Date.

10.2 We may terminate the Contract at any time by giving not less than 3 months prior written notice to You.

10.3 Either party may, without prejudice to its other rights or remedies under this Contract, forthwith terminate this Contract by notice in writing to the other, if the other:

(a) commits a material breach of this Contract and does not remedy such breach within 30 days of the date on which written notice has been given to it by the non-breaching party requiring the breach to be remedied and warning that if the breach is not remedied this Contract may be terminated;

(b) fails to pay its debts when they become due, or is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or any creditor of that party becomes entitled to declare any debt due and payable prior its stated maturity, or any mortgage, charge, licence or other security interest which may for the time being affect any of the assets of that party becomes enforceable;

(c) is the subject of any meeting convened for the purposes of considering a resolution, or of any application or petition presented for the purpose of making an administration order or for the appointment of an administrator or the winding up or dissolution of that party (otherwise than in the course of a reorganisation or restructuring of that party).

10.4 Either party may give immediate notice to terminate this Contract in writing to the other if there is a material breach of this Contract by the other party which is not capable of remedy.

10.5 Where You wish to terminate this Contract (other than due to our proven default) prior to the expiration of the Term, You shall meet all unpaid Set Up related Fees incurred by Us for Set Up related Services provided together with 90% of the Fees applicable to the Minimum User Licences for the remainder of the Term. The parties hereby agree that this amount represents a valid pre-estimation of the losses incurred by Us in the event of such a cancellation or early termination. Payment of this sum shall fall due immediately upon termination.

10.6 When this Contract ends:

(a) all licences granted under it will immediately end and You will stop using ero57;

(b) each party will return all items and information owned by the other party;

(c) if You ask Us to, within 10 days of the end of this Contract, We will use reasonable endeavours to back-up Your Data and deliver this to You once You have paid all outstanding charges and Fees. If You have not paid all of the outstanding charges and Fees within 40 days of the end of this Contract, We may destroy the back-up of Your Data and We will have no further responsibility to hold Your Data;

(d) you will immediately pay all sums due to Us;

(e) you must uninstall and delete all copies of ero57 Software on Your systems and in Your possession. This is to include all back-ups and other copies and all documentation relating to ero57 Software; and

(f) all rights and obligations owed at the time the Contract ends continue as do the provisions of clauses 1, 6, 7, 9, 10, 11, 12 and 18.

11 Use of Services – General

You shall not at any time during the use of Our Services and for a period of one year thereafter for any reason whatever:

11.1 solicit, induce or endeavour to solicit or induce any person who is at the time when Our services are provided to You an employee on any capacity whatever of Ours to cease working for or provide services to Us, whether or not any such person would thereby commit a breach of contract; or

11.2 employ or otherwise engage (other than on an agreed contractor basis)anyone who is at the time when

Our services are provided to You an employee in any capacity whatever of Us.

12 Intellectual Property Rights

12.1 This Contract does not give You any ownership of ero57 Software or any of the Intellectual Property Rights in it which is supplied strictly in accordance with these Conditions. You do not have any right to use any of Our other Intellectual Property Rights without Our written permission.

12.2 You retain ownership of Your Data and the Intellectual Property Rights in it.

13 Data Protection and Confidentiality

13.1 You and We will at all times comply with the provisions of all applicable laws and regulations including Data Protection Law and not do anything which means the other party breaches any English law. We will not transfer, disclose or use any Personal Data (as defined in the Data Protection Act) to any third party other than in accordance with your instructions through the system.

13.2 You shall remain responsible for your Data as a data controller, we will provide limited processing of Data and our role shall be limited to that of Data processer. Our processing of the Data will be limited to that required to perform the Services or otherwise comply with any law or regulation which applies to Us (including complying with data subject access requests). You hereby indemnify Us in respect of Your entitlement to hold, control and process Data and in respect of any third party claim, loss or liability in relation to any and all loses, costs and claims pertaining to Our processing of Your Data.

13.3 You and We will use a reasonable standard of care in protecting the other’s confidential information, which will not be less than the standard of care used to protect our own confidential information.

14 Insolvency

Without prejudice to other remedies, if You become insolvent (that is if it is unable to pay Your debts or have a winding up petition issued against You or has a receiver, administrator or administrative receiver appointed to You) We shall have the right not to proceed further with any Services and all leave, right and entitlement to use ero57 Software shall immediately cease, upon Our subsequent written notification.

15 No Agency or Partnership

Nothing in this Contract shall constitute or be deemed to constitute a partnership or any agency agreement between either of the Parties hereto and, save as expressly set out herein, neither of them shall have any authority to bind the other in any way.

16 Force Majeure

16.1 We shall not be liable in respect of any shortage or failure to supply Services where such shortage of or failure is beyond Our reasonable control, including but not limited to where due to an act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, failure of our suppliers, or of infrastructure (including telecommunications and data transfer technology or service provider), strike, lockouts or other industrial actions.

17 General Terms

17.1 If any provision (or part of a provision) of this Contract is found to be invalid, unenforceable or illegal, the other provisions shall remain in force and the provision (or part provision) concerned will be modified as necessary to meet the intentions of the parties.

17.2 A party can only waive a right under this Contract in writing and any waiver only applies to the circumstances concerned.

17.3 Any notice under this Contract in writing and must be hand delivered or sent by post or email to the address or email address stated at the start of this Contract. If these details change the other party will be notified immediately. Notices which are hand delivered are taken to have arrived on delivery, if posted 2 working days after posting and by email when transmitted.

18 Governing Law

18.1 If there is a dispute in respect of this Contract, each of us will attempt to resolve the dispute by good faith negotiations between a director of each party. Unless an emergency injunction is required, neither party will take any Court action for 30 days from the start of the good faith negotiations

18.2 Any dispute, controversy, proceedings and claims of whatever nature arising out of or in any way relating to this Contract or their formation shall be governed by and construed in accordance with the Laws of England. The Parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of England to hear and determine suit, action or proceedings or settle any disputes arising out of or in connection with these terms and conditions and to enforce any judgment against their respective assets.

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