Definitions
· Agreement (the whole of thisdocument), Provider (Guardhouse Europe Ltd), Customer (the company to whom the Agreement is issued
1. Subscription Terms
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Service Access: The customer is granted access to the software service based on the subscription level agreed upon. This access is non-transferable and non-exclusive.
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Subscription Period: The subscription will begin on the effective date of the Agreement and continue for the initial term of 24 months. The subscription will automatically renew for successive terms unless terminated by either party with notice (see Section 9).
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Usage Monitoring: Average deployment figures are recorded on a monthly basis to form a rolling average.
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Upward Adjustments: If usage exceeds the defined subscription level for two consecutive quarters, the Provider reserves the right to adjust the scription level and billing accordingly. The Customer will be given a minimum of 60 days written notice of any proposed increase in billing and be given the opportunity to appeal the decision.
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Downward Adjustments: The Customer may request a written record of their monthly usage figures at any point (to a maximum of six times per calendar year). If usage has been below the defined subscription level for the previous two full quarters, the Customer may request the scription level and billing to be adjusted accordingly; the Provider will not unreasonably deny the request.
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Price increases: The Provider may not increase the 'Monthly Deployment Price’ for the 24 months following the ‘Effective Date’. After this point, the Provider will give the Customer a minimum of 90 days written notice of any intended price increase. If the Customer does not wish to accept the price increase they may terminate the agreement inline with Section9.
2. PaymentTerms
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Payment Terms: Invoices are issued with 30-daypayment terms.
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Late Payments: If payment is not received within30-days, the ability to publish shifts will be disabled and any applied discounts will be forfeit.
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Payment Schedule: The schedule of payments is defined below under 'Payment Schedule'.
3. ServiceLevel Agreement (SLA)
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Uptime Guarantee: The provider guarantees an uptime of 99%, excluding scheduled maintenance and force majeure events.
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Data Backups: Full data backups will be done every 8 hours.
4. Data Protection and Security
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Data Ownership: All customer data remains the property of the customer. The provider will not access, modify, or disclose customer data except as required by law or to maintain the service.
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Data Security: The provider will take industry-standard security measures to protect customer data from unauthorized access, breaches, and other vulnerabilities.
· Privacy policy can be found at
https://www.guardhousehq.co.uk/privacy-policy
5. Confidentiality
· Both parties agree to keep all confidential information, including customer data and proprietary information, secure and not disclose it to third parties, except as necessary for providing the service.
6. IntellectualProperty
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Provider IP: The software, related documentation, and all intellectual property rights remain the property of the provider. The customer is not granted ownership rights but is granted the right to use the software during the subscription term.
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Customer IP: Any data, materials, or content provided by the customer for use with the software remains the customer's intellectual property.
7. Limitations on Usage Rights
· The Customer agrees to use the Software and Services only for internal business purposes as outlined in this Agreement. The Customer shall not transfer, lease, resell, or sublicense the Software or Services to any third party without written permission from the Provider. Attempts to reverse engineer, decompile, or derive the Software’s source code are prohibited, except as allowed by law. The Customer shall not use the Software for unauthorized access to other systems, engage in illegal or harmful activities, or remove or alter any proprietary notices in the Software or documentation.
8. Limitationof Liability
· The provider’s liability to the customer, whether in contract, tort, or otherwise, shall be limited to the amount paid by the customer within the initial subscription period.
· The provider shall not be liable for any indirect, incidental, or consequential damages arising out of the use or inability to use the service.
9. Termination
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Cooling Off Period: There is a calling off period of 14 days from the Effective Date. Within this period the Customer may terminate the Agreement without forfeit.
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Termination Within the Initial Subscription Period: If this Agreement is cancelled by the Customer within the initial subscription period (and outside of the cooling off period) the Customer will be liable for the full contract value . The Agreement can be terminated, without forfeit, at the end of the initial subscription period by providing a minimum of 30 days written notice.
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Termination for Cause: Either party may terminate the Agreement immediately in the event of a material breach of the 'terms' that is not cured within 21 days of receiving notice.
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Termination After the Initial Subscription Period: Following the initial subscription period, this Agreement will automatically renew.
Either party may terminate the Agreement thereafter by providing a minimum of 90 days' written notice.
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Termination in response to a price increase: If the Customer wishes to terminate the agreement due to a proposed price increase the required notice period shall be reduced to 60 days.
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Termination for Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, enters into liquidation (except for a bona fide reconstruction or amalgamation), files for bankruptcy, is subject to similar proceedings, has a receiver or administrator appointed over its assets, or ceases carrying on business.
10. ForceMajeure
· Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including acts of God, war, terrorism, strikes, or government regulations.
11. SMS
· SMS is an optional 'opt in' service. SMS functionality will be disabled on the account until a payment (credit or debit) card is placed on file. The Client agrees for SMS fees to be automatically charged to their nominated credit or debit card via our nominated payment gateway.
· SMS is charged at £0.06+vat per160-character block.
· SMS messages are
transactional in nature and are sent
only when initiated by the client’s authorized users (e.g., managers or schedulers) via the Guardhouse platform. There is
no fixed or recurring message frequency. The number of messages varies based on operational needs. SMS messages sent via Guardhouse are internal communications between employers and their staff. If a recipient no longer wishes to receive SMS notifications, they must notify their employer or supervisor directly to be removed from the messaging list. Any queries related to SMS handling should be forwarded to
info@guardhousehq.com 12. Agreement Binding Upon Execution by Customer
· The issuance of this Agreement by the Provider constitutes an offer to enter into a binding contract. This Agreement will become legally binding and effective upon the Customer’s signature, without the need for further approval or execution by the Provider. The Customer's signature shall represent their acceptance of all terms and conditions contained herein.
13. Governing Law and Dispute Resolution
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Governing Law: The Agreement will be governed by the laws of England and Wales without regard to conflict of law principles.
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Complaints Procedure: The Customer may make a formal complaint via the process defined in the Provider's 'Complaints Policy'.
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Dispute Resolution: Both parties agree to first attempt to resolve any disputes arising from or related to this Agreement through good-faith negotiations. If the parties are unable to resolve the dispute through negotiation within 90 days, they agree to submit the matter to binding arbitration, conducted by an accredited arbitration provider, under its rules. Litigation may only be pursued if the dispute remains unresolved after both negotiation and arbitration have been attempted.
14. Amendments
· This Agreement may only be modified by a written amendment signed by both parties or the issuing of a new agreement. Any changes to the terms must be agreed upon in writing and will become effective only after both parties provide their written consent.
