Terms and Conditions

1. Agreement and Order of Documents

1.1 These General Terms and Conditions (“General Terms”) are entered into between Husu Ltd, a company incorporated in Scotland under company number SC847145, whose registered address is Flat 2/1, 2 Ormonde Court, Glasgow, G44 3RE (“Supplier”), and the organisation identified in the relevant Order Form (“Customer”). Together they are referred to as the “parties”.

1.2 The agreement between the parties (“Agreement”) consists of, in order of precedence: (a) any Order Form; (b) any Special Terms; (c) these General Terms; and (d) any other documents incorporated by reference.

1.3 In the event of a conflict between documents, the document higher in the order of precedence shall prevail to the extent of the inconsistency.

1.4 By signing an Order Form or otherwise accessing or using the Services, the Customer agrees to be bound by this Agreement.

2. Business Use Only

2.1 The Services are provided for business purposes only. The Customer confirms that it is entering into this Agreement in the course of its trade, business, craft, or profession and not as a consumer.

2.2 Nothing in this Agreement is intended to confer any rights on individual employees or end users of the Customer against the Supplier.

3. Services

3.1 The Supplier shall provide the Services described in the applicable Order Form, which may include access to the Husu platform, onboarding support, and any ancillary services agreed in writing.

3.2 The Supplier may update or modify the Services from time to time, including to reflect changes in law, security requirements, or improvements to functionality, provided that any such update or modification does not materially reduce the core functionality available to the Customer during a Subscription Period.

3.3 The Supplier does not warrant that the Services will be uninterrupted or error-free. The Supplier will use commercially reasonable efforts to maintain availability and to notify the Customer of planned maintenance in advance where practicable.

4. Authorised Users

4.1 The Customer may permit its employees and contractors (“Authorised Users”) to access and use the Services solely for the Customer’s internal business purposes, subject to the user limit (if any) set out in the Order Form.

4.2 The Customer is responsible for ensuring that all Authorised Users comply with this Agreement and shall be liable for any breach of this Agreement by an Authorised User as if it were a breach by the Customer itself.

5. Customer Responsibilities

5.1 The Customer shall: (a) provide accurate and complete information as required to enable the Supplier to provide the Services; (b) maintain the security of Authorised User account credentials and notify the Supplier promptly of any suspected unauthorised access; (c) obtain any consents or carry out any notifications required under applicable law in connection with its use of the Services, including in respect of processing personal data of its employees and end users; (d) ensure that its systems and network connections meet the minimum technical requirements notified by the Supplier from time to time; and (e) comply with all applicable laws in connection with its use of the Services.

6. Acceptable Use

6.1 The Customer shall not, and shall ensure that Authorised Users do not: (a) use the Services in any unlawful manner or for any unlawful purpose; (b) introduce any virus, malware, or other harmful code; (c) attempt to gain unauthorised access to the Services or any related systems; (d) reverse-engineer, decompile, or disassemble any part of the Services; (e) resell, sublicense, or otherwise make the Services available to any third party other than Authorised Users; or (f) use the Services in a way that could damage, disable, or impair the Services or interfere with other customers’ use.

6.2 The Supplier reserves the right to investigate any suspected breach of this clause and, where a breach is confirmed, to take such action as it considers appropriate, including suspension or termination in accordance with clauses 11 and 12.

7. Fees and Payment

7.1 The Customer shall pay the fees set out in the Order Form (“Fees”) in accordance with this clause 7.

7.2 Unless otherwise agreed in the Order Form:

• the Customer must pay undisputed invoices within 30 days of invoice date;
• overdue undisputed amounts may accrue interest at 4% per annum above the Bank of England base rate from the due date until paid;

7.3 All Fees are exclusive of VAT or other applicable taxes, which shall be payable by the Customer in addition at the rate and in the manner prescribed by law.

8. Intellectual Property Rights

8.1 As between the parties, all intellectual property rights in the Services, the platform, and any documentation (“Supplier IPR”) are owned by or licensed to the Supplier. Nothing in this Agreement transfers any ownership of Supplier IPR to the Customer.

8.2 The Supplier grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Period for the Customer’s internal business purposes in accordance with this Agreement.

8.3 As between the parties, all intellectual property rights in the Customer’s data (including data input by Authorised Users) (“Customer Data”) belong to the Customer or its licensors. The Customer grants the Supplier a non-exclusive licence to process Customer Data to the extent necessary to provide the Services.

8.4 The Supplier may use anonymised, aggregated data derived from use of the Services for the purposes of improving its products and services, provided that such data cannot reasonably identify the Customer or any individual.

9. Confidentiality

9.1 Each party (“Receiving Party”) shall keep the other party’s confidential information (“Confidential Information”) secret and confidential, shall not disclose it to any third party without prior written consent, and shall use it only for the purposes of this Agreement. Each party shall apply at least the same degree of care to protecting the other party’s Confidential Information as it applies to its own confidential information of a similar nature, and in any event no less than reasonable care.

9.2 The obligations in clause 9.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before receipt; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or a competent authority, provided the Receiving Party gives prompt prior written notice where permitted.

9.3 Each party may disclose Confidential Information to its employees, officers, contractors, and advisers who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations.

10. Data Protection

10.1 Each party shall comply with its respective obligations under applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

10.2 The Customer acts as a data controller in respect of personal data relating to its employees and end users. The Supplier acts as a data processor when processing such personal data on the Customer’s instructions.

10.3 The terms on which the Supplier processes personal data on behalf of the Customer are set out in the Data Processing Addendum (“DPA”) available at husu.co.uk/legal/dpa, which forms part of this Agreement.

10.4 The Customer warrants that it has obtained all necessary consents and has all necessary lawful bases to transfer personal data to the Supplier for processing in accordance with this Agreement.

11. Suspension

11.1 The Supplier may suspend the Customer’s access to the Services (in whole or in part) immediately on written notice if: (a) the Customer is in material breach of this Agreement and the breach is not capable of remedy; (b) the Customer fails to pay any undisputed amount when due and fails to pay within ten (10) business days of a written reminder; (c) the Supplier reasonably believes there is a security incident or a risk to the integrity of the Services; or (d) required by law or a competent authority.

11.2 The Supplier will, where reasonably practicable and legally permissible, give the Customer advance notice of a suspension. Suspension does not affect the Customer’s obligation to pay Fees that have accrued.

12. Term and Termination

12.1 This Agreement commences on the date set out in the Order Form and continues for the initial Subscription Period specified therein, and thereafter auto-renews for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Period.

12.2 Either party may terminate this Agreement immediately on written notice if: (a) the other party commits a material breach of this Agreement that is not remedied within 30 days of written notice requiring remedy; or (b) the other party enters into insolvency, administration, receivership, or any analogous procedure.

13. Effect of Termination

13.1 On expiry or termination of this Agreement for any reason: (a) all licences granted to the Customer shall cease; (b) each party shall promptly return or destroy the other party’s Confidential Information (subject to any legal obligation to retain it); and (c) any accrued rights, remedies, obligations, or liabilities of the parties shall not be affected.

13.2 The Supplier will make Customer Data available for export for a period of 30 days following termination, after which the Supplier may delete Customer Data in accordance with its data retention policy and the DPA.

14. Warranties

14.1 The Supplier warrants that: (a) it has the right to enter into this Agreement and to grant the licences herein; (b) it will perform the Services with reasonable skill and care; and (c) the Services will not knowingly infringe any third-party intellectual property rights.

14.2 The Customer warrants that: (a) it has the authority to enter into this Agreement; (b) it will use the Services only in accordance with this Agreement and applicable law; and (c) Customer Data and its use by the Supplier under this Agreement will not infringe any third-party rights.

14.3 Except as expressly set out in this Agreement, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Liability

15.1 Neither party excludes or limits its liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

15.2 Subject to clause 15.1, neither party shall be liable to the other for any: (a) loss of profits; (b) loss of revenue or business; (c) loss of anticipated savings; (d) loss of data (beyond a reasonable recovery cost); (e) loss of goodwill; or (f) indirect or consequential loss, in each case whether arising in contract, tort (including negligence), misrepresentation, or otherwise, even if advised of the possibility of such loss.

15.3 Subject to clause 15.1 and 15.2, each party’s total aggregate liability to the other in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total Fees paid or payable by the Customer in the 12-month period preceding the event giving rise to the claim.

16. Intellectual Property Claims

16.1 The Supplier shall defend, indemnify, and hold harmless the Customer against any third-party claim that the Customer’s use of the Services (as delivered by the Supplier and used in accordance with this Agreement) infringes any third-party intellectual property right (“IPR Claim”), provided that the Customer: (a) promptly notifies the Supplier in writing; (b) gives the Supplier sole conduct of the defence and settlement; and (c) provides reasonable assistance at the Supplier’s expense.

16.2 If an IPR Claim arises or is reasonably anticipated, the Supplier may, at its option: (a) procure the right for the Customer to continue using the relevant part of the Services; (b) modify the Services to avoid the infringement; or (c) terminate the affected part of the Agreement and refund any prepaid Fees for the unused portion. The Supplier’s obligations under clause 16.1 shall not apply where the IPR Claim arises from Customer Data, Customer’s modifications, or use of the Services in combination with software or services not provided by the Supplier.

17. Notices

17.1 Any notice given under this Agreement must be in writing and shall be delivered by hand, sent by first-class post to the relevant party’s registered address, or sent by email to the email address notified for this purpose.

17.2 A notice shall be deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by first-class post, on the second business day after posting; or (c) if sent by email, at the time of transmission, provided no automated delivery failure notification is received.

18. Electronic Signatures and Communications

18.1 The parties agree that electronic signatures (including those applied via a recognised electronic signature platform or by checking an acceptance box in an online Order Form) shall be valid and binding to the same extent as handwritten signatures.

18.2 Communications sent by email shall be treated as written communications for the purposes of this Agreement unless a specific provision expressly requires a different form.

19. General

19.1 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in this Agreement.

19.2 Variation. No variation to this Agreement shall be effective unless made in writing and signed (or electronically accepted) by authorised representatives of both parties, except that the Supplier may update these General Terms on reasonable notice (not less than 30 days) to reflect changes in law, regulation, or its products and services.

19.3 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

19.4 Severance. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

19.5 Third parties. Except as expressly stated, nothing in this Agreement creates any rights in favour of any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20. Governing Law and Jurisdiction

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

20.2 The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

21. Contact

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