Terms and Conditions MSA
1 Introduction
1.1 This master services agreement is entered into between MySupportRoom Ltd a company incorporated in England and Wales (company number 12554309) whose registered office is situated at Badger’s Oak, 23 Croye Close, Andover Hampshire, SP10 3AF in the United Kingdom (“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
2 Definitions and Interpretations
2.1 The definitions and rules of interpretation in this clause apply in this Agreement, as per the interpretations below:
3 Interpretations
3.1 Data Analytics Reports: the reports produced by MySupportRoom for the Client and uploaded to the Management Platform which contain anonymised data reports on the End User Data including mental and physical wellbeing on an individual and workforce basis and which, in the future, may include keyword reports and other anonymised analytic reports.
3.2 The “Services” means the software, platform functionality, tools, analytics, support, and related services provided by the Provider to the Client as described in the applicable Order Form.
3.3 The “Platform” means the Provider’s proprietary software platform, applications, systems, and related technology used to deliver the Services, including any updates, enhancements, or modifications made available by the Provider from time to time.
3.4 “End Users” means the employees, contractors, or other authorised individuals of the Client who are permitted by the Client to access and use the Services in accordance with this Agreement.
3.5 “Client Data” means any data, information, or content submitted to, stored in, or transmitted through the Platform by or on behalf of the Client or its End Users in connection with the use of the Services.
3.6 “Confidential Information” means any non-public information disclosed by one party to the other, whether in written, electronic, or oral form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, pricing, technology, security information, product designs, analytics, and Client Data. Confidential Information does not include information that:
3.6.1 is or becomes publicly available without breach of this Agreement,
3.6.2 was already known to the receiving party without restriction, or
3.6.3 independently developed without use of the disclosing party’s confidential information.
3.7 “Order Form” means a document executed by the parties that specifies the Services purchased, number of authorised End Users, pricing, Subscription Term, and other commercial terms applicable to the Services.
3.8 “Data Protection Laws” means all applicable laws and regulations relating to the processing, protection, or privacy of personal data, including where applicable the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (GDPR), and any applicable national data protection legislation.
4 Client Undertaking
4.1 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.
4.2 It will not allow or authorise 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.
4.3 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.
4.4 Each End User shall agree to the End User Terms prior to accessing the Services.
4.4.1 It shall permit MySupportRoom or MySupportRoom’s designated auditor to audit the Services to establish the name and password of each End User.
4.4.2 Each Party will authorize a designated auditor of the other Party to verify data processing facilities to audit compliance with this Agreement.
4.4.3 Each such audit may be conducted no more than once per quarter, at the auditing party’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the other party’s normal conduct of business.
5 Client Undertaking – End Users
5.1 The Client agrees that it shall not and shall procure that each End User shall not, 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:
5.1.1 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
5.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software.
5.1.3 or 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
5.1.4 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
5.1.5 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.
6 Additional End User Subscriptions
6.1 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.
6.2 If MySupportRoom approves the Client’s request to purchase additional End User Subscriptions, the Client shall, pay to MySupportRoom the relevant fees for such additional End User Subscriptions as agreed between the Client and MySupportRoom in the Order Form, 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 the current Renewed Term.(as applicable).
7 Intellectual Property
7.1 All intellectual property rights in and to the Services, Software, platform, Documentation, Data Analytics Reports, algorithms, methodologies, and any related materials provided by MySupportRoom under this Agreement shall remain the exclusive property of MySupportRoom or its licensors.
7.2 Subject to the terms of this Agreement and payment of all applicable fees, MySupportRoom grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to permit the Client and authorised End Users to access and use the Services and Documentation solely for the Client’s internal business purposes.
7.3 Nothing in this Agreement shall operate to assign or transfer any intellectual property rights from MySupportRoom to the Client or any End User.
7.4 The Client shall not remove, obscure or alter any proprietary notices or branding appearing in the Services or Documentation.
8 Services
8.1 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.
8.2 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 enter a Data Privacy Agreement (DPA) in terms acceptable to the Client.
8.3 In relation to the End User Data, MySupportRoom shall process the End User Data for the following reasons:
8.3.1 the scope: To provide the Services.
8.3.2 nature and purpose of processing by MySupportRoom: to provide the Services to the Client and the End User
8.3.3 the duration of the processing: Whilst the Services are being provided.
8.3.4 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
8.3.5 categories of data subject: the End User
9 Data Protection
9.1 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.
9.2 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 data protection legislation applicable in the country where data is collected.
9.3 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.
9.4 For purposes of Data Protection laws the parties agree that
9.4.1 The Client shall act as the Data Controller and MySupportRoom shall act as the Data Processor in respect of personal data provided by or on behalf of the Client for the purpose of administering access to the Services. This includes, but is not limited to, End User account information such as names, email addresses, organisational information, and other account administration data provided by the Client.
9.4.2 MySupportRoom shall process such personal data only on the documented instructions of the Client and solely for the purpose of providing the Services under this Agreement.
9.4.3 MySupportRoom shall act as an independent Data Controller in respect of personal data generated through the provision and use of the Services that relates to wellbeing support, therapy interactions, and clinical records. This may include therapy reports, voice messages, mental health data, clinical notes, wellbeing assessments, and other health-related information submitted by or created by End Users when using the Services.
9.5 Each party shall provide reasonable cooperation, information and assistance to the other party where necessary to enable compliance with applicable Data Protection Laws, including responding to data subject requests and regulatory enquiries.
9.6 Without prejudice to the generality, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of End User Data to MySupportRoom and/or the lawful collection of the same by MySupportRoom for the duration and purposes of this Agreement.
10 End User Data
10.1 Without prejudice to the generality, MySupportRoom shall, in relation to End User Data:
10.1.1 process that Ends 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.
10.1.2 implement the technical and organisational measures to protect against unauthorised or unlawful processing of End User Data and against accidental loss or destruction of, or damage to, End User Data, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
10.1.3 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.
10.1.4 assist the End User, 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.
10.1.5 notify the Client without undue delay on becoming aware of a personal data breach involving the End User Data.
10.1.6 at the written direction of the Client, delete End User Data and copies thereof to the Client on termination of this Agreement unless MySupportRoom is required by Applicable Law to continue to process that End User Data. For the purposes of this clause End User Data shall be considered deleted where it is put beyond further use by MySupportRoom; and maintain records to demonstrate its compliance with standard data protection practices.
11 Client Authorisation
11.1 The Client hereby provides its prior, general authorisation for MySupportRoom to:
11.1.1 Appoint processors to process the End User Data,
11.1.2 Transfer End User Data outside of the UK as required for the Purpose, provided that MySupportRoom shall ensure that all such transfers are affected in accordance with Applicable Data Protection Laws.
12 MySupportRoom’s Obligations
12.1 MySupportRoom undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
12.2 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 a correction or Substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in the clause.
12.3 MySupportRoom does not warrant that:
12.3.1 the Client’s use of the Services will be uninterrupted or error-free; or
12.3.2 that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements.
12.4 MySupportRoom 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.
12.5 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.
13 Charges and payment
13.1 The Client shall pay the Subscription Fees to MySupportRoom for the End User Subscriptions in accordance with this and the Order Form and as otherwise agreed between the Client and MySupportRoom from time to time.
13.2 Fee adjustments. MySupportRoom may increase the Subscription Fees upon renewal of the Subscription Term by providing the Client with at least thirty (30) days’ written notice prior to the start of the renewal period.
14 Indemnity
14.1 Client indemnifies MySupportRoom against claims related to non-compliant use.
15 Limitation of liability
15.1 Except as expressly and specifically provided in this Agreement, 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. This limitation shall not apply in case of fraud, gross negligence, wilful misconduct, breach of applicable law or breach of any data privacy or confidentiality obligations.
16 Term and termination
16.1 This Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term specified in the Order Form.
16.2 Upon expiry of the Initial Subscription Term, this Agreement shall automatically renew for successive periods equal to the Initial Subscription Term (each a “Renewal Term”) unless the Client provides written notice of its intention not to renew the Agreement no less than ninety (90) days prior to the expiration of the then current Subscription Term.
16.3 Unless otherwise agreed in writing by the parties, all terms and conditions of this Agreement shall continue to apply during any Renewal Term.
16.4 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:
16.4.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
16.4.2 the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
16.4.3 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;
16.4.4 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;
16.4.5 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.
16.4.6 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;
16.4.7 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);
16.4.8 a person becomes entitled to appoint a receiver over the assets of the other party or receiver is appointed over the assets of the other party.
16.5 On termination of this Agreement for any reason:
16.5.1 all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation.
16.5.2 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.
16.5.3 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.
16.5.4 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.
17 Force Majeure
17.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, internet service provider failures, cyberattacks, or failure of telecommunications networks.
17.2 The affected party shall notify the other party as soon as reasonably practicable of the force majeure event and use reasonable endeavours to resume performance as soon as possible.
18 Governing Law
18.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.