End-user license agreement
SELECTit TERMS AND CONDITIONS
Version: 1.4 | Effective from: 15 August 2025 | Supersedes all prior versions
IMPORTANT -- PLEASE READ CAREFULLY
This End User Licence Agreement ("Agreement") is a legally binding contract between the legal entity identified on the applicable invoice or order ("Licensee") and Everyone's Platform Ltd, a company registered in England and Wales ("EP"). By installing, accessing, or using the Software, or by clicking "I Accept" where that option is made available, the Licensee agrees to be bound by the terms of this Agreement. If the Licensee does not agree, it must not install or use the Software.
If this Agreement was provided with an invoice and the Licensee does not agree to the terms, the Licensee may obtain a refund of the amount paid for the Software provided that the Licensee: (a) does not use the Software and the accompanying items (including all electronic materials and documents); and (b) notifies EP in writing of its non-acceptance of this Agreement, with proof of payment, at the address set out in Clause 12.14, within thirty (30) days of the Purchase Date.
1. DEFINITIONS
1.1 "Business" means any trade, business, craft, or profession carried on by the Licensee or on behalf of which the Licensee uses the Software.
1.2 "Confidential Information" means all information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, received by one party from the other.
1.3 "Critical Security Fix" means a Release issued by EP to address a vulnerability or defect that materially affects the security, integrity, or availability of the Software or data processed by the Software.
1.4 "Credits" means credits for use of a particular Service and available to purchase from EP through submission of an Order.
1.5 "Documentation" means the electronic information supplied with the Software, if any.
1.6 "Effective Date" means the date of first use of the Software on the Platform by the Licensee.
1.7 "Feedback" means any feedback, suggestions, ideas, or enhancement requests provided by the Licensee to EP, including Priority Changes.
1.8 "In Writing" or "Written" includes communication by email to the addresses notified by the parties from time to time. References to "written notice" shall be construed accordingly.
1.9 "Licence Fee" means the annual or one-off Licence Fee payable by Licensee in advance in respect of the use of the Software, as specified in pricing details on AppExchange or an invoice issued by EP.
1.10 "Licence Renewal Date" means the anniversary of the Effective Date, or the date on which any trial, evaluation or free period of use has expired.
1.11 "Maintenance" means maintenance of the Service Platform that requires interruption of a Service.
1.12 "Network Administrator" means a suitably experienced and qualified employee of the Licensee notified by Licensee to EP by email or in writing from time to time as being responsible for the implementation, administration and maintenance of the Software within Licensee's organisation.
1.13 "One-Off Licence" means a perpetual, non-renewable licence to use the Software granted in consideration of a single one-off Licence Fee payment, entitling the Licensee to Critical Security Fixes only unless a separate Support Package has been purchased.
1.14 "Order" means an online order submitted by the Licensee to EP for Credits or a Support Package.
1.15 "Permitted Use" means the use of the Software within a single Salesforce production instance (identified by Salesforce Org ID) by unlimited users within the Licensee's organisation, as set out on an applicable invoice or otherwise confirmed in writing by EP to Licensee.
1.16 "Platform" means the Licensee's combination of the hardware and software comprising the Salesforce.com technology platform licensed from Salesforce.com Limited as may be modified or amended from time to time by Salesforce.com Limited and/or the Licensee.
1.17 "Priority Changes" means enhancement requests, feature improvements, and non-critical bug fixes submitted by Subscription Licence holders, which EP shall consider and prioritise at its sole discretion.
1.18 "Purchase Date" means the date on which the Licensee completes payment of the applicable Licence Fee.
1.19 "Releases" means the upgrades to the Software released from time to time at EP's discretion and made generally available to EP's licensees.
1.20 "Scheduled Maintenance" means Maintenance in respect of which the Licensee has been given prior written notice.
1.21 "Salesforce.com" means Salesforce.com, Inc and its subsidiaries and affiliated companies.
1.22 "Service(s)" means an on-demand service supplied by EP or a Third Party Provider and which adds features or functionality to the Software.
1.23 "Service Platform" means the online platform through which EP or any Third Party Provider makes a Service available.
1.24 "Software" means the object code form of the software in respect of which this Agreement is provided as set out in the applicable invoice or otherwise confirmed in writing by EP to Licensee.
1.25 "Subscription Licence" means an annually renewable licence to use the Software granted in consideration of recurring annual Licence Fee payments, entitling the Licensee to Technical Support, Priority Changes, and all Releases for the duration of the subscription term.
1.26 "Support Package" means an optional support service contract available for purchase by One-Off Licence holders, the scope and terms of which shall be as set out in the applicable Order or as otherwise confirmed in writing by EP.
1.27 "Technical Support" means the provision of technical support by EP in respect of the use and operation of the Software to a Network Administrator available during the hours of 9:00 to 17:00 UK local time, Monday to Friday excluding all bank and public holidays. Technical Support may be accessed by emailing support@everyonesplatform.com.
1.28 "Third Party Provider" means a provider of a Service.
1.29 "Validity Period" means the period the relevant Credits are valid for, as may vary according to the Service, and as set out in an Order or by EP in writing.
1.30 "Working Days" means Monday to Friday, excluding United Kingdom bank and public holidays.
2. GRANT OF RIGHTS; RESTRICTIONS
2.1 Subject to all the terms and conditions of this Agreement, EP hereby grants Licensee a worldwide, nonexclusive, non-transferable licence to install and use the Software for the Permitted Use for its own internal use only. The licence shall be granted as either a Subscription Licence or a One-Off Licence, as specified in the applicable invoice or otherwise confirmed in writing by EP.
2.2 Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit others to: (i) modify, translate, create derivative copies of or copy the Software (other than one backup copy which reproduces all proprietary notices), in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the Software to source code form; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or Licensee's right to use the Software; (iv) remove or modify any copyright, trademark, or other proprietary notices of EP affixed to the media containing the Software or contained within the Software; or (v) use the Software in any manner not expressly authorised by this Agreement.
2.3 Licensee agrees, upon not less than thirty (30) days' prior written notice from EP (and no more than once in any twelve (12) month period), to provide EP or its authorised representative with reasonable access to such records and information as are strictly necessary to verify that the Software is being used in accordance with the Permitted Use. Any such audit shall be conducted during Working Days and in a manner that minimises disruption to the Licensee's business. EP shall treat all information obtained during such audit as Confidential Information.
2.4 EP shall, in its sole discretion, notify Licensee in writing if it is eligible for any trial, evaluation or free period of use of the Software.
2.5 The Licensee shall not use the Software: (a) in any way that violates applicable law or regulation; (b) to transmit any malicious code, virus, or harmful data; (c) to attempt to gain unauthorised access to any systems or networks of EP; or (d) in any manner that could damage, disable, overburden, or impair the Software or the Salesforce platform.
2.6 The Licensee warrants and represents that it is entering into this Agreement in the course of a Business and not as a consumer. If the Licensee is a consumer within the meaning of the Consumer Rights Act 2015, nothing in this Agreement shall affect the Licensee's statutory rights.
3. SUPPORT AND RELEASES
3.1 EP may provide Releases from time to time, such Releases to be provided as downloads from the Salesforce.com website and shall be deemed to be included in the definition of Software in this Agreement.
Support Entitlements for Subscription Licence Holders:
3.2 The Network Administrator may contact Technical Support to receive Technical Support in respect of the Software. Such Technical Support may be provided by telephone or email or at the Licensee's premises at EP's sole discretion on a case-by-case basis.
3.3 On receipt of a Technical Support query from the Network Administrator, EP shall use reasonable endeavours to respond to such query within 2 Working Days.
3.4 Subscription Licence holders are entitled to submit Priority Changes. EP shall use reasonable endeavours to evaluate such requests and, where accepted, include them in a future Release. Priority Changes are considered at EP's sole discretion and acceptance of a request does not guarantee implementation within any specific timeframe.
3.5 Subscription Licence holders shall receive all Releases, including feature enhancements, improvements, and Critical Security Fixes, at no additional cost for the duration of the subscription term. For the avoidance of doubt, the Licence Fee covers the use of the Software as generally made available by EP and does not include bespoke development, custom integrations, data migration services, training, or consultancy, which shall be subject to separate agreement and fees.
Support Entitlements for One-Off Licence Holders:
3.6 One-Off Licence holders are entitled to receive Critical Security Fixes only. For the avoidance of doubt, One-Off Licence holders are not entitled to Technical Support, Priority Changes, or general Releases unless they have purchased a Support Package.
3.7 EP shall use reasonable endeavours to make Critical Security Fixes available to One-Off Licence holders within a reasonable timeframe following identification of the relevant vulnerability or defect.
3.8 One-Off Licence holders may purchase a Support Package to obtain access to Technical Support, Priority Changes, and general Releases. The scope, duration, and fees for any Support Package shall be as agreed between the parties in writing. Support Packages are subject to availability and EP reserves the right to amend Support Package offerings and pricing at any time.
3.9 In the absence of a valid Support Package, EP shall have no obligation to provide Technical Support or any Releases other than Critical Security Fixes to One-Off Licence holders.
Platform Compatibility:
3.10 EP shall use reasonable endeavours to ensure that the Software remains compatible with the then-current and immediately preceding major release of the Salesforce platform. In the event of a platform change by Salesforce.com that causes a material incompatibility with the Software, EP shall use reasonable endeavours to issue a Release addressing such incompatibility within sixty (60) days of becoming aware of it. For the avoidance of doubt, this obligation is limited to maintaining the existing functionality of the Software and does not oblige EP to develop new features, integrations, or capabilities in response to platform changes. Where a platform change requires a fundamental re-architecture of the Software, EP shall notify the Licensee and the parties shall discuss in good faith the scope and, if applicable, any additional costs of such work.
4. PROPRIETARY RIGHTS
4.1 EP has sole and exclusive ownership of all right, title, and interest in and to the Software, including all copyright and any other intellectual property rights therein. This Agreement conveys a limited licence to use the Software and shall not be construed to convey title to or ownership of the Software to Licensee. All rights in and to the Software not expressly granted to Licensee are reserved by EP.
4.2 To the extent that the Licensee provides any Feedback to EP, the Licensee hereby assigns to EP all right, title, and interest in and to such Feedback, and agrees that EP shall be free to use, disclose, reproduce, and exploit such Feedback without restriction or obligation of any kind.
5. LICENCE FEE
Subscription Licence Fees:
5.1 In consideration for the Subscription Licence to use the Software on the Platform granted to Licensee hereunder, Licensee shall pay EP an annual Licence Fee in advance, subject to any express refund rights set out in this Agreement and any rights that cannot be excluded by applicable law. The first such Licence Fee shall be due and payable on the installation process or receipt of the invoice in respect thereof and thereafter shall be payable at least seven (7) days prior to the Licence Renewal Date. Such Licence Fee is exclusive of VAT or other sales tax which, if applicable, shall be payable by the Licensee.
5.2 Unless otherwise agreed in writing (including by way of a multi-year price guarantee), EP reserves the right to increase the annual Licence Fee on each Licence Renewal Date. EP shall provide the Licensee with no less than sixty (60) days' written notice of any such increase prior to the applicable Licence Renewal Date.
5.3 If any annual Licence Fee increase exceeds fifteen percent (15%) of the Licence Fee for the immediately preceding period, the Licensee may terminate this Agreement by giving written notice to EP within thirty (30) days of receiving notice of such increase, and shall be entitled to a pro-rata refund of any Licence Fees paid in advance for the period after the date of termination. For the avoidance of doubt, this Clause 5.3 shall not apply during the term of any multi-year contract agreed under Clause 5.4, during which the Licence Fee shall remain fixed as agreed.
5.4 Where a multi-year contract has been agreed in writing between the parties, the Licence Fee for the full multi-year term shall be payable in a single advance payment prior to the commencement of the multi-year term (or upon such other date as specified in the applicable invoice or quotation). The Licence Fee shall be fixed for the duration of the agreed contract term as set out in the applicable invoice or quotation. No price increase shall take effect during the agreed multi-year term. Upon expiry of the multi-year term, the provisions of Clauses 5.2 and 5.3 shall apply to any subsequent annual renewal periods.
5.4A The multi-year Licence Fee is non-refundable except where this Agreement expressly provides otherwise. For the avoidance of doubt, the only circumstances in which a pro-rata refund of multi-year Licence Fees shall be payable are: (a) termination by the Licensee pursuant to Clause 7.2 arising from a material breach by EP that EP has failed to cure; (b) termination pursuant to Clause 8.6 (platform incompatibility); (c) termination pursuant to Clause 12.7 (Force Majeure Event exceeding ninety (90) days); or (d) termination pursuant to Clause 12.12 (change of law). In all other circumstances, including termination by EP for the Licensee's material breach, the full multi-year Licence Fee shall be retained by EP.
5.5 In the event that the Licence Fee is not paid in accordance with the provisions herein, EP shall give the Licensee written notice specifying the outstanding amount and allowing not less than fourteen (14) days for payment. If payment is not received within such notice period, EP may terminate this Agreement or suspend the provision of the Software on the Platform and, in the event of termination, the provisions of Clause 7.4 shall take effect.
5.6 If a Subscription Licence holder fails to pay the Licence Fee within thirty (30) days of the Licence Renewal Date, the Subscription Licence shall automatically lapse. Upon lapse, the Licensee's entitlements shall be reduced to those of a One-Off Licence holder (Critical Security Fixes only). The Subscription Licence shall be automatically reinstated upon payment in full of the outstanding Licence Fee, provided that such payment is made within ninety (90) days of the Licence Renewal Date. After ninety (90) days, reinstatement shall be at EP's discretion and may be subject to payment of back-dated fees for the lapsed period.
One-Off Licence Fees:
5.7 In consideration for the One-Off Licence to use the Software on the Platform granted to Licensee hereunder, Licensee shall pay EP a one-off Licence Fee in advance, subject to any express refund rights set out in this Agreement and any rights that cannot be excluded by applicable law. The One-Off Licence Fee includes the right to use the Software in perpetuity and to receive Critical Security Fixes only. One-Off Licence holders are not entitled to Technical Support, Priority Changes, or general Releases unless a separate Support Package has been purchased. Such Licence Fee is exclusive of VAT or other sales tax which, if applicable, shall be payable by the Licensee.
5.8 One-Off Licence holders may purchase a Support Package at any time to obtain access to Technical Support, Priority Changes, and general Releases. Support Packages are available for a defined term and must be renewed upon expiry. The scope, fees, and terms of any Support Package shall be as set out in the applicable Order or as otherwise confirmed in writing by EP. Support Package offerings and pricing are subject to change at EP's sole discretion.
General:
5.9 Without prejudice to any other rights or remedies of EP, if the Licensee fails to make any payment due under this Agreement by the due date, EP shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from the due date until payment is made, whether before or after judgment. Such interest shall accrue on a daily basis.
5.10 The Licence Fee is exclusive of all taxes, duties, and levies. If the rate of VAT or any other applicable tax or levy changes during the term of this Agreement (including during a multi-year contract term), the revised rate shall apply to all Licence Fees invoiced on or after the effective date of such change. For the avoidance of doubt, a change in applicable tax rates shall not constitute a price increase for the purposes of Clause 5.3.
5.11 If any applicable law requires Licensee to withhold amounts from any payments to EP hereunder, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish EP with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, EP receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount EP would have received and retained in the absence of such required deduction or withholding.
6. CREDITS
6.1 During the term of this Agreement, the Licensee may request Credits by submitting an Order to EP. Each Order shall be deemed to be an offer by the Licensee to EP subject to the terms set out in the Order and this Agreement. Acceptance of each Order is at EP's sole discretion.
6.2 The fees due to EP from the Licensee in respect of the Credits shall be as set out in each Order and payable by the Licensee in advance.
6.3 Credits shall be available for use within the Validity Period.
6.4 Unless otherwise stated to the contrary in an Order, Credits will only be available for use in respect of the Service stated on the corresponding Order. For the avoidance of doubt, Credits are non-transferable and may not be used for any other Service offered by EP or any Third Party Provider.
6.5 Use of a Service is subject to Licensee's acceptance of EP's and/or Third Party Provider's terms and conditions.
6.6 Subject to Clauses 6.7 and 6.8, in the event a Service is unavailable for more than 48 consecutive hours during the Working Days, the Licensee shall be entitled to a refund of any unused Credits at the time of the Service affecting event.
6.7 The Licensee must notify EP of the Service affecting event within seven (7) days.
6.8 The Service shall only be considered as unavailable during periods of unplanned Maintenance. For the avoidance of doubt, a Service shall not be considered as unavailable during: (a) Scheduled Maintenance; (b) Licensee caused outages or disruptions; (c) outages or disruptions attributable in whole or in part to events beyond EP's reasonable control.
6.9 The provisions of this Clause 6 state the Licensee's full and exclusive right and remedy, and EP's (including its licensors, agents and subcontractors, if any) only obligation and liability, in respect of unavailable Services.
7. TERM AND TERMINATION
7.1 For Subscription Licences, this Agreement shall commence on the Effective Date and continue in effect for consecutive annual periods (or for the duration of any agreed multi-year contract term), unless and until terminated in accordance with Clause 5.5, Clause 5.6, or Clause 7.2. For One-Off Licences, this Agreement shall commence on the Effective Date and continue in effect in perpetuity, unless and until terminated in accordance with Clause 7.2.
7.2 If either party breaches this Agreement in any material respect, the other party may give written notice to the breaching party of its intent to terminate, and if such breach is not cured within thirty (30) days after the breaching party's receipt of such notice, this Agreement shall terminate without any further notice required (but no cure period is required for any breach that cannot be cured).
Early Termination of Multi-Year Contracts:
7.3 Where a multi-year contract term has been agreed under Clause 5.4, the Licensee may not terminate this Agreement during the multi-year term except in the limited circumstances set out in Clause 5.4A. In the event of early termination by the Licensee where a pro-rata refund is payable under Clause 5.4A, such refund shall be calculated on a straight-line basis over the full multi-year term from the date of termination to the end of the term. In the event of early termination by the Licensee in any other circumstances, no refund of any portion of the multi-year Licence Fee shall be due.
7.4 Either party may elect not to renew a Subscription Licence by providing written notice to the other party no less than thirty (30) days prior to the Licence Renewal Date. In the absence of such notice and subject to payment of the applicable Licence Fee, the Subscription Licence shall automatically renew for a further annual period.
7.4 EP shall use reasonable endeavours to provide the Licensee with a renewal reminder notice no less than sixty (60) days prior to each Licence Renewal Date, setting out the applicable Licence Fee for the renewal period and the deadline for providing non-renewal notice. The failure to provide such reminder shall not affect the automatic renewal of the Subscription Licence, but the Licensee's notice period for non-renewal shall be extended to thirty (30) days from receipt of such reminder if it is provided late.
7.5 Upon any termination or expiry of this Agreement:
(a) the rights and licences granted to Licensee herein shall terminate;
(b) Licensee shall cease all use of the Software;
(c) EP may take such steps as are reasonably necessary to disable the use of the Software by Licensee via standard Salesforce managed package mechanisms;
(d) the Licensee shall be entitled to a transition period of ninety (90) days following the effective date of termination ("Transition Period"), during which the Licensee may continue to access its data within its Salesforce instance and take such steps as are necessary to migrate away from the Software. During the Transition Period, the Software may continue to operate but EP shall have no obligation to provide Technical Support or Releases; and
(e) upon request during the Transition Period, EP shall provide the Licensee with reasonable documentation identifying any custom objects, fields, or data structures created by the Software within the Licensee's Salesforce instance.
Clauses 1, 4, 5 (to the extent of unpaid Licence Fees), 7.5, 8, 9, 10, and 12 shall survive any termination of this Agreement.
7.6 SELECTit is a fully native Salesforce application. All data created, processed, or stored by the Software resides entirely within the Licensee's Salesforce instance. EP does not have access to, nor does it store, process, or retain, any Licensee data at any time during or after the term of this Agreement. Upon termination or expiry of this Agreement, the Licensee retains full ownership and control of all data within its Salesforce instance.
8. WARRANTIES, INDEMNITY AND LIABILITY
8.1 EP warrants that the Licensee's use of the Software in accordance with the terms of this Agreement shall not infringe any third party intellectual property rights. In the event that any third party brings a claim against the Licensee that the use of the Software in accordance with the terms of this Agreement infringes such third party's intellectual property rights ("Claim"), EP shall indemnify Licensee against any payments that Licensee has to make to such third party in respect of the Claim provided that: (a) the Licensee gives prompt written notice to EP of any such Claim and grants EP the full authority to proceed as contemplated herein; (b) EP has exclusive right to defend at its expense any such Claim and to make settlements thereof at its own discretion; (c) Licensee does not settle or compromise any such Claim, except with the prior written consent of EP; (d) Licensee gives such assistance and information as EP may reasonably require in connection with the investigation, defence or settlement of such Claims. EP's aggregate liability under this Clause 8.1 shall not exceed two (2) times the total Licence Fees paid or payable by the Licensee under this Agreement during the then-current contract term (or, for multi-year contracts, the total Licence Fees paid or payable for the full multi-year term).
8.2 EP warrants that, for a period of sixty (60) days from the Effective Date, the Software will operate on the Platform in materially accordance with the Documentation. In the event of a breach of such warranty, EP shall, at its option, either: (a) use reasonable endeavours to repair or replace the Software so that it operates in accordance with the Documentation; or (b) refund the initial Licence Fee. The Licensee's sole remedy for a breach of this warranty shall be as set out in this Clause 8.2, provided that the Licensee notifies EP of such breach within the sixty (60) day warranty period.
8.3 The Licensee hereby represents that it shall (i) comply with all applicable local and foreign laws and regulations which may govern the use of the Software, and (ii) use the Software only for lawful purposes and in accordance with the terms of this Agreement.
8.4 Except as expressly set out in this Agreement, all conditions, warranties, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by applicable law. For the avoidance of doubt, nothing in this Agreement shall exclude or limit any implied term that cannot lawfully be excluded or limited, including without limitation the implied terms as to satisfactory quality and fitness for purpose under the Supply of Goods and Services Act 1982 to the extent that any exclusion would not satisfy the reasonableness test under the Unfair Contract Terms Act 1977.
8.5 SUBJECT TO CLAUSE 8.7, THE LICENSEE'S SOLE REMEDY WITH RESPECT TO ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE GREATER OF: (A) THE MONIES PAID BY LICENSEE TO EP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND (B) THE TOTAL LICENCE FEES PAID OR PAYABLE FOR THE THEN-CURRENT ANNUAL TERM.
8.6 SUBJECT TO CLAUSE 8.7, IN NO EVENT SHALL EP BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND GOODWILL, BUSINESS OR BUSINESS BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY LICENSEE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, LICENSEE ACKNOWLEDGES THAT WHILST THE SOFTWARE MAY BE USED IN COMBINATION WITH THIRD PARTY SOFTWARE, EP BEARS NO LIABILITY, HOWSOEVER ARISING, FOR ANY LOSS, DAMAGE OR COST THAT ARISES FROM A FAILURE OF THE SOFTWARE TO INTEGRATE WITH LICENSEE OR THIRD PARTY SOFTWARE. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, EP SHALL NOT BE LIABLE TO LICENSEE IN THE EVENT THAT THE SOFTWARE CEASES TO FUNCTION EITHER PARTLY OR IN ITS ENTIRETY DUE TO AN AMENDMENT OR MODIFICATION TO THE PLATFORM OR THE INTEGRATION AND SUBSEQUENT MODIFICATION OF ANY SERVICE, OR FOR ANY REASON OUTSIDE OF EP'S CONTROL. LICENSEE'S SOLE REMEDY, IN SUCH CIRCUMSTANCES, SHALL BE LIMITED TO TERMINATING THIS AGREEMENT BY NOTICE IN WRITING AND RECEIVING A PRO-RATA REFUND OF THE LICENCE FEES PAID IN ADVANCE FOR THE PERIOD AFTER THE DATE OF TERMINATION.
8.7 Nothing in this Agreement shall exclude or limit either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be excluded or limited by applicable law; or (d) the Licensee's breach of Clause 2 (licence restrictions) or Clause 4 (proprietary rights).
9. DATA PROTECTION
9.1 The parties acknowledge that SELECTit is a fully native Salesforce application. All data created, processed, and stored by the Software resides entirely within the Licensee's Salesforce instance. EP does not access, store, process, or retain any personal data from the Licensee's Salesforce instance in the ordinary course of providing the Software.
9.2 For the avoidance of doubt, the Licensee is and shall remain the data controller in respect of all personal data processed within its Salesforce instance. EP does not act as a data processor in respect of such data.
9.3 In the event that EP receives or accesses any personal data in connection with the provision of Technical Support, such access shall be limited to the minimum necessary to resolve the relevant support query, and EP shall: (a) process such personal data only in accordance with the Licensee's documented instructions; (b) ensure that its personnel who access such data are bound by appropriate obligations of confidentiality; (c) implement appropriate technical and organisational measures to protect such data; and (d) delete or return such data promptly upon resolution of the support query.
9.4 In the event that EP becomes aware of any security vulnerability in the Software that has resulted in or could reasonably be expected to result in unauthorised access to personal data within the Licensee's Salesforce instance, EP shall notify the Licensee without undue delay and in any event within seventy-two (72) hours and shall provide reasonable cooperation and assistance to the Licensee in connection with the Licensee's assessment and notification obligations under UK GDPR and the Data Protection Act 2018.
9.5 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and all applicable data protection legislation as amended from time to time.
10. CONFIDENTIALITY
10.1 Each party ("Receiving Party") shall hold in confidence all Confidential Information received from the other party ("Disclosing Party") and shall not use or disclose such Confidential Information except as permitted by this Agreement or as reasonably necessary for the performance of this Agreement.
10.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to the extent permitted by law.
10.3 The obligations under this Clause 10 shall survive termination of this Agreement for a period of three (3) years.
11. ASSIGNMENT
11.1 Licensee shall not assign this Agreement, in whole or in part, without the prior written consent of EP.
11.2 EP shall not assign this Agreement, in whole or in part, without the prior written consent of the Licensee, save that EP may assign this Agreement to any successor entity in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that such successor entity assumes all of EP's obligations under this Agreement.
12. GENERAL
12.1 EP may include the Licensee's name in general customer lists unless the Licensee notifies EP in writing that it does not wish to be included. Any use of the Licensee's name in case studies, interviews, press releases, or conference presentations shall require the Licensee's prior written consent.
12.2 This Agreement and its performance shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
12.3 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of each party. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the dispute is not resolved within sixty (60) days of the commencement of mediation, either party may commence proceedings in the courts of England and Wales.
12.4 Licensee agrees that because of the unique nature of the Software and EP's proprietary rights therein, a demonstrated breach of this Agreement by Licensee would irreparably harm EP and monetary damages would be inadequate compensation. Therefore, Licensee agrees that EP shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of this Agreement.
12.5 If any provision of this Agreement is declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such an event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.
12.6 Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party's right thereafter to enforce each and every term and condition of this Agreement.
12.7 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than an obligation to pay money) where such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to acts of God, pandemic, epidemic, governmental actions, war, terrorism, fire, flood, earthquake, power failure, internet or telecommunications failure, or failures of the Salesforce.com platform ("Force Majeure Event"). The affected party shall give prompt written notice to the other party of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement by giving thirty (30) days' written notice to the other party, and the Licensee shall be entitled to a pro-rata refund of any Licence Fees paid in advance for the period after the date of termination.
12.8 This Agreement (i) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by agreement in writing executed by an authorised representative of each party. No purchase order and/or standard terms of purchase provided by Licensee shall supersede this Agreement.
12.9 Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against EP and such third parties shall not be entitled to enforce any term of this Agreement against EP.
12.10 Each party shall comply with all applicable laws, regulations, and sanctions relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010. Neither party shall engage in any activity, practice, or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the United Kingdom.
12.11 The Licensee shall comply with all applicable export control laws and regulations, including but not limited to those of the United Kingdom, the European Union, and the United States. The Licensee shall not export, re-export, or make available the Software, directly or indirectly, to any country, entity, or person prohibited by applicable export control laws.
12.12 If, during the term of this Agreement (including any multi-year contract term), a change in applicable law, regulation, or mandatory industry standard materially increases EP's costs of providing the Software or performing its obligations under this Agreement, EP may notify the Licensee in writing of such change and the parties shall negotiate in good faith an equitable adjustment to the Licence Fee or the scope of EP's obligations. If the parties are unable to agree an adjustment within sixty (60) days of EP's notice, either party may terminate this Agreement upon ninety (90) days' written notice, and the Licensee shall be entitled to a pro-rata refund of any Licence Fees paid in advance for the period after the date of termination.
12.13 In the event of a change of control of the Licensee (meaning any transaction or series of related transactions resulting in a change in the direct or indirect ownership of more than fifty percent (50%) of the voting securities of the Licensee), the Licensee shall notify EP in writing within thirty (30) days. EP may terminate this Agreement upon ninety (90) days' written notice if, in EP's reasonable opinion, the change of control would be materially prejudicial to its interests.
12.14 If you have any questions regarding this Agreement or if you wish to discuss the terms and conditions contained herein please contact EP at: sales@everyonesplatform.com