Terms and Conditions MSA
This master services agreement is entered into between MySupportRoom Ltd (“MySupportRoom”) and the Client (as detailed in the Order Form) (the “Agreement”) and sets out the basis on which MySupportRoom will provide the Services to the Client and the End-Users.
1. The definitions and rules of interpretation in this clause apply in this Agreement, as per the interpretations below:
3. In relation to the End Users, the Client undertakes that:
3.1 The maximum number of End Users that it authorises to access and use the Services and the Documentation shall not exceed the number of End User Subscriptions it has purchased at that specific time.
3.2 It will not allow or suffer any End User Subscription to be used by more than one individual end user unless it has been reassigned in its entirety to another individual End User, in which case the prior End User shall no longer have any right to access or use the Services and/or Documentation.
3.3 Each End User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than the time period notified by MySupportRoom and that each End User shall keep his password confidential.
3.4 Each End User shall agree to the End User Terms prior to accessing the Services.
3.5 It shall permit MySupportRoom or MySupportRoom’s designated auditor to audit the Services to establish the name and password of each End User and the Client’s data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at MySupportRoom’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business.
4. The Client agrees that it shall not and shall procure that each End User shall not:
4.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; or
4.2 access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or
4.3 use the Services and/or Documentation or Data Analytics Reports to provide services to third parties; or
4.4 Without prior written consent, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation and/or Data Analytics Reports available to any third party except the End Users, or
4.5 Attempt to obtain, or assist third parties in obtaining, access to the Services and/or The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and/or Data Analytics Reports and, in the event of any such unauthorised access or use, promptly notify MySupportRoom.
5. Additional End User Subscriptions
5.1 If the Client wishes to purchase additional End User Subscriptions, the Client shall notify MySupportRoom in writing. MySupportRoom shall evaluate such requests for additional End User Subscriptions and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where MySupportRoom approves the request, MySupportRoom shall activate the additional End User Subscriptions within 5 Business Days of its approval of the Client’s request.
5.2 If MySupportRoom approves the Client’s request to purchase additional End User Subscriptions, the Client shall, within 30 days of the date of MySupportRoom’s invoice, pay to MySupportRoom the relevant fees for such additional End User Subscriptions as agreed between the Client and MySupportRoom, and, if such additional End User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewed Term (as applicable), such fees shall be pro-rated from the date of activation by MySupportRoom for the remainder of the Initial Subscription Term or then current Renewed Term (as applicable).
6. Services
6.1 MySupportRoom shall, during the Subscription Term, provide the Services and make available the Documentation to the Client and End User on and subject to the terms of this Agreement.
6.2 Access to the Services, the Documentation and the Software by the Client and by each End User is conditional upon the Client and the End Users agreeing to the following additional documents:
a) The privacy policy: https://supportroom.com/privacy-policy/; and
b) the End User agreeing to the End User Terms https://supportroom..com/terms-and-conditions/]
c) the website terms and conditions (https://supportroom.com/terms-and-conditions/)
6.3 In relation to the End User Data, MySupportRoom shall process the End User Data for the following reasons:
(a) the scope: To provide the Services;
(b) nature and purpose of processing by MySupportRoom: to provide the Services to the Client and the End User;
(c) the duration of the processing: Whilst the Services are being provided;
(d) the types of personal data (including special category data): Name, email address, therapy reports, voice messages, mental health data, clinical data, departments work in, gender and age brackets ; and
(e) categories of data subject: the End User.
7. Data Protection
7.1 Each party agrees to comply with all applicable Data Protection Laws, and to the extent required to provide such information, advice and assistance to the other party, to enable it to comply with its respective obligations under the Data Protection Laws.
7.2 For the purposes of this clause, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
7.3 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
7.6 The parties have determined that, for the purposes of Applicable Data Protection Laws MySupportRoom shall act as data processor and the Client is a data controller.
8. In relation to the End User Data, MySupportRoom shall process the End User Data for the following reasons:
a) The scope: To provide the Services.
b) Nature and purpose of processing by MySupportRoom: to provide the Services to the Client and the End User.
c) The duration of the processing: Whilst the Services are being provided.
d) The types of personal data (including special category data): Name, email address, therapy reports, voice messages, mental health data, clinical data, departments work in, gender and age brackets; and
e) Categories of data subject: the End User.
9. Without prejudice to the generality, MySupportRoom shall, in relation to End User Data:
a) process that End User Data only on the documented instructions of the Client, which shall be to process the End User Data for the purposes set out in this clause, unless MySupportRoom is required by Applicable Laws to otherwise process that End User Data. Where MySupportRoom is relying on Applicable Laws as the basis for processing End User Data, MySupportRoom shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit MySupportRoom from so notifying the Client on important grounds of public interest. MySupportRoom shall inform the Client, if in the opinion of MySupportRoom, the instructions of the Client infringe Applicable Data Protection Legislation;
c) ensure that any personnel engaged and authorised by MySupportRoom to process End User Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
d) assist the End User insofar as this is possible (taking into account the nature of the processing and the information available to MySupportRoom), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
e) notify the Client without undue delay on becoming aware of a personal data breach involving the End User Data;
10. The Client hereby provides its prior, general authorisation for MySupportRoom to:
10.1 appoint processors to process the End User Data, provided that MySupportRoom:
a) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on MySupportRoom in this clause;
b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of MySupportRoom; and
c) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to MySupportRoom’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify MySupportRoom for any losses, damages, costs (including legal fees) and expenses suffered by MySupportRoom in accommodating the objection.
10.2 transfer End User Data outside of the UK as required for the Purpose, provided that MySupportRoom shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of MySupportRoom, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
10.3 Either party may, at any time on not less than 30 days’ notice, revise clause 10.1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
11. MySupportRoom’s obligations
11.1 MySupportRoom undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
11.2 The undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MySupportRoom’s instructions, or modification or alteration of the Services by any party other than MySupportRoom or MySupportRoom’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, MySupportRoom will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in the clause.
11.3 MySupportRoom does not warrant that:
a) the Client’s use of the Services will be uninterrupted or error-free; or
b) that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements; or
c) the Software or the Services will be free from Vulnerabilities or Viruses; or
d) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
11.4 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.5 MySupportRoom shall use reasonable endeavours to protect the operational data of Client by regularly backing up and archiving data. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against MySupportRoom shall be for MySupportRoom to use reasonable endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by MySupportRoom.
12. Charges and payment
13. Indemnity
14. Limitation of liability
Parties’ liability limited; exclusions apply. MySupportRoom’s total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the End User’s during the 12 months immediately preceding the date on which the first claim arose, save that for breach of clause 4 of this Agreement the maximum aggregate liability of MySupportRoom shall be limited to the amount received from its insurers in relation to a claim which shall not exceed £5,000,000 and for breach of clause 7 of this Agreement the maximum aggregate liability of MySupportRoom shall be limited to the amount received from its insurers in relation to a claim which shall not exceed £5,000,000.
a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewed Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewed Term; or
b) otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewed Term shall constitute the Subscription Term.
15.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or similar event in the jurisdiction in which the party is incorporated;
d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986 or similar event in the jurisdiction in which the party is incorporated;
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 15.2(c) to clause 15.2(h) (inclusive).
15.3 On termination of this Agreement for any reason:
a) all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
c) MySupportRoom may destroy or otherwise dispose of any of the Client Data in its possession unless MySupportRoom receives, no later than 30 days after the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. MySupportRoom shall use reasonable endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by MySupportRoom in returning or disposing of Client Data; and
d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.