This TagPoint Software-as-a-Service (SaaS) Agreement (the “Agreement”) is effective as of March 25, 2024.
This Agreement contains the terms and conditions that govern your access to and your use of the Services (as defined below).
By clicking “I agree” or “I accept” and accessing and using the Services, you agree to the terms of this Agreement and acknowledge that it is a legally binding commitment.
If you do not agree to the terms of this Agreement, you are not authorized to access and use the Services, and you must immediately stop doing so.
The Agreement is between Nuzzl Ltd., registered address: SWWS Belliver Way, Roborough, Plymouth Devon, PL6 7BP, UK, (“we”, the “Provider”) and you or the entity you represent (“you”, the “Customer”).
You confirm that you are older than 18 years old and lawfully able to enter into contracts. If you are entering into this Agreement on behalf of an entity, for example, the company you work for, you confirm that you have the legal authority to bind that entity.
In case the Services are acquired through a Reseller, the Customer and a Reseller enter into a separate License Agreement, which supplements this Agreement. If there is any conflict between this Agreement and License Agreement with Reseller, the latter’s conditions shall prevail.
We may change the terms of this Agreement from time to time. We will notify you of any material changes by email or by posting a notice on the Website. The updated version of the Agreement will be published at https://app.tagpoint.co.uk/api/saas/.
Unless stated otherwise, the updated version of the Agreement takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest version. Your continued use of the Services on or after the date the updated version of this Agreement is effective, you agree to be bound by the terms of the updated version of this Agreement.
Agreement
The Provider agrees to provide, and the Customer agrees to buy TagPoint SaaS Service and Related Services, on the terms of this Agreement.
The Agreement comprises:
Key Details
Start Date means the date you accept the terms of this Agreement and start using the SaaS Service.
End Date means the date this Agreement is terminated in accordance with its terms.
SaaS Service means TagPoint, the Software-as-a-Service (SaaS) platform for facility management and service request management.
Related Services means any service related to SaaS Service and any further services that the Provider agrees to provide to the Customer under the Agreement, including maintenance, support, and additional services.
Standard maintenance and support services (included in Subscription Fee):
The Provider shall make a helpdesk available to the Customer to send support requests: support@tagpoint.co.uk.
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Standard system configuration |
3 business days |
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Standard dashboard configuration |
5 business days |
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Standard design of QR code labels and generation of QR codes (excluding printing and installation of labels at Customer’s location) |
1 business day, up to 30 QR codes |
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Online introductory training for key users |
1 hour session for up to 10 users |
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Updates (hotfix, patch, or minor version update) |
as soon as available |
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Upgrades (major version upgrade) |
as soon as available |
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Informing about new features and updates |
website posts, or periodical newsletters to Customers |
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Standard technical support: |
during work hours, up to 10 hours per month |
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1 business day |
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4 hours during business days |
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as soon as practically feasible |
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1 business day |
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3 business days |
Additional services (at Customer’s request and cost):
Additional system configuration and adjustments to existing settings
E.g. Customer requests to add new request types, checklists, inspections, locations, etc.
Custom dashboard configuration and adjustments to existing dashboards
Custom reports in CSV and Excel format
Custom design of QR code labels, generation of over 30 QR codes, printing and installation
Additional user training, online or onsite
System administrator training, online or onsite
Custom domain and branding
Additional and/or priority technical support
Custom development and integrations with external systems
Creating customized documentation and manuals
Fees and Payments
Fees for SaaS Service are Subscription-based. Subscription plans will be available at https://tagpoint.co.uk/price/. The Customer may choose a Subscription period: monthly, every 3 months, every 6 months, or annually, and will be invoiced by the Provider accordingly.
Fees for Related Services which are not included in the Subscription Fee will be invoiced by the Provider to the Customer separately.
In case the Service is acquired through a Reseller, the prices may vary depending on Customer location and additional services provided by Reseller.
The Provider may offer new customers a limited free trial or a reduced-fee Subscription period for evaluation purposes.
Website
The Provider will maintain the Website with general information about the SaaS Service available at https://tagpoint.co.uk/.
In the Agreement, the following terms have the stated meaning:
TagPoint means the Software-as-a-Service (SaaS) platform for facility management and service request management, which includes the web version available at https://app.tagpoint.co.uk, mobile applications for iOS and Android operating systems available in app stores, a database and a server that processes Customer requests, which is managed by the Provider and used to provide the SaaS Service.
Agreement means Section A (Agreement and Key Details) and Section B (General Terms).
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Provider, including TagPoint, and any customizations to TagPoint, is Provider’s Confidential Information. Customer Content Data is Customer’s Confidential Information.
Customer Account means an account or instance within the SaaS Service, including administrator and user accounts, which enables a Permitted User to access and use the Services.
Customer Content Data means all data, content, messages, or files and information (including Personal Information) owned, held, used or created by or on behalf of the Customer that is stored on, or uploaded to, or generated by the Services (excluding analytics data relating to the use of the Services and server log files).
End Date means the date this Agreement is terminated in accordance with its terms.
Fees means the fees set out in the Key Details, as updated from time to time in accordance with clause 5.4.
Force Majeure means an event that is beyond the reasonable control of a party, excluding: a. an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or b. a lack of funds for any reason.
Intellectual Property Rights includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Key Details means the Agreement specific details set out in Section A of the Agreement.
Payment Terms means the payment terms set out in the Key Details (if any).
Permitted Users means those personnel of the Customer who are team members and are authorized to access and use the Services on the Customer’s behalf in accordance with clause 3.3.
Personal Information has the meaning given in UK GDPR (GDPR).
Related Services means any service related to SaaS Service, as described in the Key Details and any further services that the Provider agrees to provide to the Customer under the Agreement.
Reseller means an independent entity or person authorized by the Provider to distribute the Service.
SaaS Service means the service having the core functionality described in the Key Details.
Services means the SaaS Service and any Related Services.
Start Date means the start date set out in the Key Details.
Subscription means fee-bearing right to use the SaaS Service on the then-current price list according to the Subscription plan.
Subscription Fee means the fee invoiced to the Customer for the Subscription, which is required to be paid in order for the Customer to be permitted to access and use the SaaS Service.
Underlying Systems means hardware, IT solutions, systems and networks (including software and hardware) required to provide the Services, including any third-party solutions, systems and networks.
Usage Data means any data that is derived from the use of the Services that does not directly or indirectly identify the Customer or its Permitted Users.
Website the Internet site at the domain set out in the Key Details, or such other site notified to the Customer by the Provider.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
a. Clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
b. Words in the singular include the plural and vice versa;
c. A reference to:
d. No term of the Agreement is to be construed against a party because the term was first proposed or drafted by that party; and
e. If there is any conflict between Section B and Section A of the Agreement, Section B prevails unless expressly stated otherwise in Section A.
2.1. General: the Provider must use best efforts to provide the Services:
a. in accordance with the Agreement and the laws of England and Wales;
b. exercising reasonable care, skill and diligence; and
c. using suitably skilled, experienced and qualified personnel.
2.2. Non-exclusive: Provision of the Services to the Customer is non-exclusive. Nothing in the Agreement prevents the Provider from providing the Services to any other person.
2.3. Availability:
a. Subject to clause 2.3d, the Provider will use reasonable efforts to ensure the SaaS Service is available during normal business hours in the UK. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place. The Provider will use reasonable efforts to publish on the Website advance details of any unavailability.
b. The Provider may change the features and functions of the SaaS Service over time.
c. Downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: an event of Force Majeure, failures of the internet or any public telecommunications network, failures or the Customer’s computer systems or networks, hacker attacks, denial of service attacks, viruses or other malicious software attacks or infections, power failures, third party changes to any Underlying System on which the Services rely.
d. Through the use of web services and APIs, the SaaS Service interoperates with a range of third-party service features. The Provider does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Provider may cease to make available that feature to the Customer. To avoid doubt, if the Provider exercises its right to cease the availability of a third-party feature, the Customer is not entitled to any refund, discount or other compensation.
2.4. Underlying Systems: The Customer is responsible for procuring all Underlying Systems reasonably required for it to receive the SaaS Service in accordance with the Agreement.
2.5. Related Services:
a. The Provider may, from time to time, make available additional services to supplement the SaaS Service.
b. At the request of the Customer and subject to the Customer paying the applicable Fees, the Provider may agree to provide to the Customer an additional Related Service on the terms of the Agreement.
3.1. General use: The Customer and its personnel must:
a. use the Services in accordance with the Agreement solely for: i. the Customer’s own internal business purposes; and ii. Lawful purposes; and
b. not resell or make available the Services to any third party, or otherwise commercially exploit the Services; and
c. use the SaaS Service strictly in accordance with any user instructions issued by the Provider from time to time.
3.2. Access conditions: When accessing the SaaS Service, the Customer and its Permitted Users must:
a. not impersonate another person or misrepresent authorization to act on behalf of others or the Provider;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the Underlying Systems;
d. not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;
e. not attempt to view, access or copy the software code (including object code, intermediate code, and source code) of the SaaS Service, any material or data other than that to which the Customer is authorized to access;
f. neither use the SaaS Service in a manner, nor transmit, input or store any Customer Content Data that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way, incorrect or misleading; and
g. comply with any terms of use on the Website, as updated from time to time by the Provider.
3.3. Personnel:
a. Without limiting clause 3.2, no individual other than a Permitted User may access or use the SaaS Service. Access permissions are granted in a Customer Account.
b. The Customer is responsible for informing its Permitted Users of any relevant Provider’s policies, practices and settings that Customer elects to enforce related to its personnel use of the Services.
c. The Customer may authorize any member of its team to be a Permitted User, in which case the Customer will provide the Provider with the Permitted User’s name and other information that the Provider reasonably requires in relation to the Permitted User.
d. The Customer must procure each Permitted User’s compliance with clauses 3.1 and 3.2 and any other reasonable condition notified by the Provider to the Customer.
e. A breach of any term of the Agreement by the Customer’s personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of the Agreement by the Customer.
3.4. Authorizations: The Customer is responsible for:
a. procuring all licenses, authorizations and consents, including but not limited to consent for the use of Personal data, required for it and its personnel to use the Services;
b. maintain confidentiality of login credentials, including passwords, and the Provider shall not be liable for any damages or losses that may occur as a result of the Customer’s failure, or the failure of Permitted Users, to do so;
c. giving all notices to, and obtaining any permissions or consents from its Permitted Users that are necessary for the Customer’s lawful use of the Services and the processing of Customer Content Data by or on behalf of the Provider; and
d. responding to and resolving any dispute between the Customer and its Permitted Users related to or based on Customer Content Data and/or the Customer’s processing of that Customer Content Data in connection with Customer’s use of the Services.
4.1. Customer Account:
a. Unless explicitly permitted, each Customer Account must not be used by more than one Permitted User.
b. An account can be created, suspended or terminated by the Customer, or by the Provider or a Reseller on behalf of the Customer at the Customer’s request.
4.2. Provider’s access to Customer Content Data:
a. The Customer acknowledges that:
4.3. Data Protection:
a. The Provider shall implement and maintain technical, organizational, and physical measures designed to protect the confidentiality, integrity and availability of Customer Content Data in Provider’s possession, custody, or control. The parties agree to the terms of the Provider’s Data Processing Addendum which is published at https://app.tagpoint.co.uk/api/dpa/ and is incorporated into this Agreement.
b. Privacy Policy: The parties agree that Provider’s Privacy Policy published at https://app.tagpoint.co.uk/api/privacy/, as may be updated by the Provider from time to time, shall apply to the collection, storage, sharing and use of personal data provided by the Customer and its Permitted Users.
4.4. Indemnity: The Customer indemnifies the Provider against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Provider’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Customer Content Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Customer Content Data is objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way, incorrect or misleading.
5.1. Fees: The Customer must pay to the Provider the Fees, unless there is a direct agreement for Service with a Reseller. In such case fees should be paid to the Reseller.
5.2. Invoicing and payment:
a. Fees for SaaS Service are Subscription-based.
b. Once paid, Fees are non-refundable, unless otherwise expressly agreed by the Parties in writing.
c. If the Customer chooses to upgrade or downgrade its Subscription plan, the Customer must provide the Provider a written notice thirty (30) days prior to the end of Subscription period.
d. The Provider will provide the Customer with invoices in advance for the Fees due in the next Subscription period.
e. The Customer must pay the Fees by direct debit electronically in cleared funds without any set off or deduction prior to the start of Subscription period.
f. Notwithstanding the provisions of 5.2a, in case of direct agreement with Reseller, the latter shall issue invoices and receive payment.
5.3. Suspension of Services: The Provider may suspend the provision of the Services to the Customer in the event the Customer does not pay an invoice within the prescribed timeframe.
5.4. Increases: By giving at least thirty (30) days’ notice, the Provider may increase the Fees once each Year (but not the first Year). Fees updated under this clause 5.4 are deemed to be the Fees listed in the Key Details. If the Customer does not wish to pay the increased Fees, it may terminate the Agreement on no less than ten (10) days’ notice, provided the notice is received by the Provider before effective date of the Fee increase. If the Customer does not terminate the Agreement in accordance with this clause 5.4, it is deemed to have accepted the increased Fees.
6.1. Ownership:
a. Subject to clause 6.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Provider (and/or its licensors). The Provider grants the Customer a worldwide, non-exclusive, non-transferable license to use the Services. The Customer must not dispute that ownership during or after the term of this Agreement.
b. Title to, and all Intellectual Property Rights in, the Customer Content Data (as between the parties) remains the property of the Customer. The Customer grants the Provider a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Customer Content Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with this Agreement and the Provider’s Data Processing Addendum.
c. Neither party will use any trade mark owned by the other party, except as provided in this Agreement, without first obtaining the other party’s written consent.
6.2. Feedback: If the Customer provides the Provider with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Provider; and
b. the Provider may use or disclose the feedback for any purpose.
6.3. Third party sites and material: The Customer acknowledges that the SaaS Service may link to third party websites, IT systems or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Provider’s endorsement, approval or recommendation of, or responsibility for, those websites, systems or feeds or their content or operators. To the maximum extent permitted by law, the Provider excludes all responsibility or liability for those websites, systems or feeds.
6.4. Third Party Intellectual Property Rights indemnity:
a. The Provider indemnifies the Customer against any claim or proceeding brought against the Customer to the extent that claim or proceeding alleges that the Customer’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Customer:
b. The indemnity in clause 6.4a does not apply to the extent that an IP Claim arises from or in connection with:
c. If at any time an IP Claim is made, or in the Provider’s reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, the Provider may (at the Provider’s option):
7.1. Security: Each party must, unless it has the prior written consent of the other party:
a. keep confidential at all times the Confidential Information of the other party;
b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1a and 7.1b; and
d. not copy or reproduce any of the Confidential Material in any way, unless the copying or reproduction is required to enable use of the Confidential Material for the reason for which it was provided; and
e. if either party is unsure of the confidentiality of any information or material, it must treat it as Confidential Material until the disclosing party advises in writing that it is not.
7.2. Permitted disclosure: The obligation of confidentiality in clause 7.1a does not apply to any disclosure or use of Confidential Information:
a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b. required by law;
c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d. which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
e. by the Provider if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Provider enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.
8.1. Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
8.2. No implied warranties: To the maximum extent permitted by law:
a. the Provider’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount of the Subscription Fee according to the chosen Subscription period; and
b. the Provider makes no representation concerning the quality of the Services and does not promise that the Services will:
9.1. Maximum liability: The maximum aggregate liability of the Provider under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the amount of the Subscription Fee according to the chosen Subscription period. The cap in this clause 9.1 includes the cap set out in clause 8.2a.
9.2. Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:
a. loss of profit, revenue, savings, business, data (including Customer Content Data), and/or goodwill; or
b. consequential, indirect, incidental or special damage or loss of any kind.
9.3. No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
9.4. Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
10.1. Duration: Unless terminated under this clause 10, the Agreement:
a. starts on the Start Date and ends on the End Date; but
b. where no End Date is set out in the Key Details, continues for successive terms of 12 months from the Start Date unless a party gives thirty (30) days notice that the Agreement will terminate on the expiry of the then current term;
10.2. Other Termination rights:
a. Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
10.3. Consequences of termination or expiry:
a. Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
b. On termination or expiry of the Agreement, the Customer must pay all Fees for Services provided prior to that termination or expiry.
c. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
10.4. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 4.3, 6, 7, 8, 9, 10.4, 10.5 and 11, continue in force.
10.5. Suspending access: Without limiting any other right or remedy available to the Provider, it may restrict or suspend the Customer’s access to the SaaS Service where the Customer (including any of its personnel):
a. undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems;
b. uses, or attempts to use, the SaaS Service:
c. has otherwise materially breached the Agreement (in the Provider’s reasonable opinion).
10.6. Notice: the Provider must notify the Customer when it restricts or suspends the Customer’s access.
11.1. Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
11.2. Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
11.3. Right to seek relief: This clause 11 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
12.1. Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
a. immediately notifies the other party and provides full information about the Force Majeure;
b. uses best efforts to overcome the Force Majeure; and
c. continues to perform its obligations to the extent practicable; and the Agreement will be automatically terminated without liability ten (10) business days after notification of the Force Majeure if that Force Majeure persists.
12.2. Rights of third parties: No person other than the Provider and the Customer has any right to a benefit under, or to enforce, the Agreement.
12.3. Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
12.4. Independent contractor: The Provider is an independent contracting party, and no other relationship with the Customer (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
12.5. Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address notified by the other party for this purpose.
12.6. Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
12.7. Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.
12.8. Subcontracting and assignment:
a. The Customer may not assign, novate, subcontract or transfer any right or obligation under this Agreement without the prior written consent of the Provider, that consent not to be unreasonably withheld. The Customer remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
b. Any change of control of the Customer is deemed to be an assignment for which the Provider’s prior written consent is required under clause 12.8a. In this clause 12.8b, change of control means any transfer of shares or other arrangement affecting the Customer or any member of its group which results in a change in the effective control of the Customer.
12.9. Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of England and Wales.