Business T&C's and Found Privacy Policy

Found Lost Property Terms & Conditions - February 2021 edition  ​​

​For the avoidance of doubt, these are our basic Conditions, and (to the extent different) any bespoke terms agreed with a Customer will supersede these Conditions​

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Contract.

"Applicable Laws" means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

(b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.

"Applicable Data Protection Laws" means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

"Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.4.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Conditions” means these terms and conditions, as varied from time-to-time by the Supplier.

"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or 11.6.

“Contract” means the contract between the Customer and the Supplier consisting of these Conditions, the Schedules and any documents incorporated by reference therein.

“Customer” means the person or entity acquiring the Services from the Supplier

"Customer Data" means the data inputted by the Customer or Authorised Users for the purpose of using the Services or facilitating the Customer's use of the Services.

"Customer Personal Data" means any personal data which the Supplier processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.

"Documentation" means (i) the content of Schedule 1; and (ii) any information or data (e.g. instructional videos) made available to the Customer by the Supplier online via www.found.cloud from time to time which sets out a description of the Services and the user instructions for the Services.

"Effective Date" means the date of sign up to the Found service either via the Found Business Mobile application or Found Web Application.

"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679).

"Heightened Cybersecurity Requirements" means any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

“Normal Business Hours” means the hours of 9.00AM to 5.00PM on a Business Day.

"Services" means the subscription services provided by the Supplier to the Customer via the Found Business app, or (where so elected by the Customer) via an API integrated into the Customer’s systems, in each case as more particularly described in the Documentation. It is possible to access the Services via a web app, but the functionality will be significantly reduced.

"Software" means the online software applications provided by the Supplier as part of the Services.

"Subscription Fees" means the subscription fees payable by the Customer to the Supplier for the User Subscriptions, if any, as set out in Schedule 2.

“Supplier” means Found Limited, a company registered in Guernsey with registration number 61332 (registered at UK Companies House with company number FC036471).

"Supplier Personal Data" means any personal data which the Supplier processes in connection with this Agreement, in the capacity of a controller.

"UK GDPR" has the meaning given to it in the Data Protection Act 2018.

"User Subscriptions" means the user subscriptions obtained by the Customer pursuant to this Contract which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Contract.

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

"Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract, and shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.

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2. USER SUBSCRIPTIONS

2.1 Subject to the Customer obtaining the User Subscriptions in accordance with clause 3.3 and clause 9.1 (as applicable), the restrictions set out in this clause 2 and the other terms and conditions of this Contract, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term (as defined in clause 14.1) solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of Authorised Users authorised by the Supplier (which shall be 50 unless stated otherwise in this Contract); and

2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2 facilitates illegal activity;

2.3.3.depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6 is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

2.4.1 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 Contract:

2.4.1.1 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

2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes or could compete with the Services and/or the Documentation (or any other services of software provided by the Supplier or any affiliated company); or

2.4.3 use the Services and/or Documentation to provide services to third parties; or

2.4.4 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

2.4.6 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any affiliated, subsidiary or holding company of the Customer.

 

3. ADDITIONAL USER SUBSCRIPTIONS

3.1 Subject to clause 3.2 and 3.3, the Customer may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number permitted by clause 2.2.1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Contract.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld), and the cost for so doing. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 10 Business Days of the Customer’s confirmation that it wishes to proceed in light of the additional cost.

3.3 If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 10 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in the Supplier’s notification under clause 3.2.

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4. SERVICES

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Contract.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available during Normal Business Hours, except for:

4.2.1 planned maintenance carried out with reasonable prior notice to the Customer; and

4.2.2 unscheduled maintenance where the Supplier (acting reasonably) considers necessary, without the provision of prior notice to the Customer.

4.3 The Supplier shall, as part of the Services and at no additional cost to the Supplier, make available its normal support service to the Customer during Normal Business Hours. In respect of that support service, all requests for support should be made via email to support@found.cloud.

4.4 Where the Customer is notified via the Services that an individual has identified an item of property listed by the Customer as belonging to that individual, it is entirely the responsibility of the Customer to verify that the item in question truly belongs to that individual before handing it over. The Supplier shall have no liability whatsoever in respect of Property passed by the Customer to the wrong person.

4.5 Where the Customer no longer wishes to retain items recorded by it via the Services, it may (at the Customer’s absolute discretion) transfer them to the Supplier to use for charitable purposes. If it chooses to do so, then such transfer is on the condition that the Customer will indemnify the Supplier against any and all costs, losses or liability arising from its use or disposal of the applicable property.

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5. DATA PROTECTION

5.1 For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

5.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

5.3 By entering into this Contract, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier's privacy policy available at www.found.cloud (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Contract, the Privacy Policy will take precedence.

5.4 Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier or lawful collection of the same by the Supplier for the duration and purposes of this Contract.

5.5 The Customer hereby provides its prior, general authorisation for the Supplier to:

5.5.1 appoint processors to process the Customer Personal Data, provided that the Supplier:

5.5.1.1 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 the Supplier in this clause 5; and

5.5.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier;

5.5.2 transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, 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). Without prejudice to the generality of the foregoing, the Customer has been informed prior to the entering into of this Contract that the Supplier is based in Guernsey, and the servers on which the Services and Software is located are based in the Republic of Ireland, and it consents to the transfer of Customer Personal Data to both locations as the Supplier deems appropriate or necessary.

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6. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

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7. SUPPLIER'S OBLIGATIONS

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 The Supplier:

7.3.1 does not warrant that:

7.3.1.1 the Customer's use of the Services will be uninterrupted or error-free; 

7.3.1.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; 

7.3.1.3 the Software or the Services will be free from Vulnerabilities or Viruses; or

7.3.1.4 the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

7.3.2 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 Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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7.4 This Contract shall not prevent the Supplier from entering into similar agreements with third parties (whether or not such third parties operate in competition with the Customer), or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.

7.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.

7.6 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy as may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

7.7 Where the Customer requests that the access to the Services is via integration of a Supplier application programming interface (“Supplier API”) with one or more systems of the Customer (“Customer System(s)”), it is solely and entirely the responsibility of the Customer to ensure proper and correct integration of the Supplier API and the Customer System(s). Accordingly, the Supplier shall have no liability whatsoever whether in tort (including negligence or breach of statutory duty), indemnity, misrepresentation, restitution or otherwise, arising in connection with any loss or damage arising from such integration or failure to so integrate.

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8 CUSTOMER'S OBLIGATIONS

8.1 The Customer shall:

8.1.1 provide the Supplier with:

8.1.1.1 all necessary co-operation in relation to this Contract; and

8.1.1.2 all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

8.1.2 without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;

8.1.3 carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for any Authorised User's breach of this Contract;

8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Contract, including without limitation the Services;

8.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. For the avoidance of doubt, this does not restrict the Supplier’s ability to use anonymised data as it sees fit.

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9. CHARGES AND PAYMENT

9.1 Where Subscription Fees are stated to apply in Schedule 2 (or where they otherwise become due under this Contract), the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.

9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information (whichever is stated as applicable by the Supplier) and any other relevant valid, up-to-date and complete contact and billing details required by the Supplier, and, if the Customer provides:

9.2.1 its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card as and when Subscription Fees fall due; or

9.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer as each instance of Subscription Fees falls due and the Customer shall pay each invoice within 10 days after the date of such invoice.

9.3 If the Supplier has not received payment within 2 Business Days after the due date, and without prejudice to any other rights and remedies of the Supplier:

9.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this Contract:

9.4.1 shall be payable in pounds sterling;

9.4.2 are non-cancellable and non-refundable; and

9.4.3 are exclusive of value added tax, which (if it is applicable) shall be added to the Supplier's invoice(s) at the appropriate rate.

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9.5 If, at any time whilst using the Services, the Customer exceeds the item registration limit specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess item fees. 

9.6 The Supplier shall be entitled to increase the Subscription Fees at or after each anniversary of the Effective Date upon 90 days' prior notice to the Customer and Schedule 2 shall be deemed to have been amended accordingly.

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10. PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

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11. CONFIDENTIALITY 

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party's Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. For the avoidance of doubt, the Customer hereby irrevocably authorises the Supplier to use and share the Customer Data as reasonably required in operation of the Services.

11.7 No party shall make, or permit any person to make, any public announcement concerning this Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.8 The above provisions of this clause 11 shall survive termination of this Contract, however arising.

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12. INDEMNITY

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

12.1.1 the Customer is given prompt notice of any such claim;

12.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

12.1.3 the Customer is given sole authority to defend or settle the claim.

12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

12.2.1 the Supplier is given prompt notice of any such claim;

12.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

12.2.3 the Supplier is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

12.4.1 a modification of the Services or Documentation by anyone other than the Supplier; or

12.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

12.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

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13. LIMITATION OF LIABILITY

13.1 Except as expressly and specifically provided in this Contract:

13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

13.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and

13.1.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

13.2 Nothing in this Contract excludes or limits the liability of the Supplier to the extent that such liability cannot be lawfully excluded or limited, including:

13.2.1 for death or personal injury caused by the Supplier's negligence; or

13.2.2 for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and 13.2:

13.3.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise for any:

13.3.1.1 direct or indirect loss of profits or revenue, 

13.3.1.2 direct or indirect loss of business, contracts or opportunity, 

13.3.1.3 direct or indirect depletion of goodwill, damage to reputation and/or similar losses,

13.3.1.4 direct or indirect loss or corruption of data or information,

13.3.1.5 direct or indirect losses under the Customer’s third-party contracts;  

13.3.1.6 direct or indirect pure economic loss, or 

13.3.1.7 special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract;

13.3.2 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), indemnity, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the greater of (i) £1,000; and (ii) the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose; and

13.3.3 if the Customer is not the ultimate owner and/or end user of the Goods (each subsequent owner or end user being an “End User”), the Customer shall indemnify and hold the Supplier harmless from and against any liability to such End User(s) which is in excess of and/or duplication of liability owed to the Customer under the Contract.

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14. TERM AND TERMINATION

14.1 This Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue until terminated by one party giving 30 days’ written notice to the other (in either case, such period being “Subscription Term”). [You can also terminate this Contract by selecting the option within the Found Business app to delete your account].

14.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

14.2.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment;

14.2.2 the other party commits a material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so;

14.2.3 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;

14.2.4 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;

14.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

14.2.6 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;

14.2.7 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);

14.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

14.2.9 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;

14.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

14.2.11 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 clause 14.2.3 to 14.2.10 (inclusive);

14.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

14.2.13 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.

14.3 On termination of this Contract for any reason:

14.3.1 all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

14.3.2 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;

14.3.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer 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 Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

14.3.4 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.

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15. FORCE MAJEURE

The Supplier shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. The Customer shall be promptly notified of such an event and its expected duration.

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16. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this Contract and the Schedules, the provisions in the main body of this Contract shall prevail.

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17. VARIATION

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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18. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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19. SEVERANCE

19.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

19.2 If any provision or part-provision of this Contract is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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20. ENTIRE AGREEMENT

20.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

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21. ASSIGNMENT

21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.

21.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.

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22. NO PARTNERSHIP OR AGENCY

Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

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23. THIRD PARTY RIGHTS

This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

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24. NOTICES

24.1 Any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office (or main trading address if it has no registered office).

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not between 9am and 5 pm on a Business Day, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at 9.00 am on the second Business Day after posting.

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25. GOVERNING LAW

25.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

This Contract has been entered into on the Effective Date.

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Services

The Services are a software as a service (SaaS) provision to allow organisations to manage their lost property operations. As at the Effective Date, the functionality will be the following:

Customer admins only

• Register with Found Business and create an administrator account;

• Invite employees to join the Customer account as members;

• Remove members from the Customer account;

• Promote members to admin status; and

• Edit business profile details (function not available in web app version).

All users

• Register personal valuables found at the Customer’s premises (function not available in web app version);

• View items that have been registered by the Customer;

• Edit items that have been registered by the Customer;

• Edit profile information and reset the users account profile;

• Mark items as “returned” once collected from the Customer; and

• Delete an item registered by the Customer.

 

The Supplier will release updates to the app and/or web app and/or Services from time-to-time, which may vary the above lists.

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Subscription Fees

The Services are provided to the Customer free of charge to use for the term of the Contract.

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