Busy Things has developed certain software applications and platforms which it makes available to subscribers via the internet. Busy Things agrees to provide and the Subscriber agrees to take and pay for Busy Things' service subject to these subscription terms and conditions ("Conditions").

1. Interpretation

   1. The definitions and rules of interpretation in this clause apply in these Conditions.
      
      

      Annual Subscription	means an annual subscription to use the Services;
      Authorised Users	means those individuals who are authorised by the Subscriber and agreed by Busy Things as being authorised to use the Services;
      Business Day	means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
      Change of Control	as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly and controls, controlled and the expression change of control shall be construed accordingly;
      Confidential Information	means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5;
      Effective Date	the date upon which the Subscriber and/or Authorised Users are first able to access the Services;
      Monthly Subscription	a rolling month by month subscription to use the Services;
      Services	means the subscription services provided by Busy Things to the Subscriber under these Conditions via www.busythings.co.uk or any other website notified to the Subscriber by Busy Things from time to time;
      Software	means the online software applications provided by Busy Things as part of the Services;
      Subscriber	the individual, firm or institution who subscribes for the Services or registers for a free trial;
      Subscriber Data	means the data inputted by the Subscriber, Authorised Users, or Busy Things on the Subscriber's behalf for the purpose of using the Services or facilitating the Subscriber’s use of the Services;
      Subscription Fees	means the subscription fees payable by the Subscriber to Busy Things for the User Subscriptions, as published by Busy Things from time to time;
      Subscription Term	has the meaning given in clause 13.1;
      Support Services	means Busy Things' support services as made available at www.busythings.co.uk or such other website address as may be notified to the Subscriber from time to time;
      User Subscriptions	means the user subscriptions purchased by the Subscriber pursuant to clause 8.1 which entitle Authorised Users to access and use the Services in accordance with these Conditions;
      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.

   2. Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
   3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
   6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Conditions.
   7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Conditions under that statute or statutory provision.
   8. A reference to writing or written includes e-mail but not fax.
   9. References to clauses are to the clauses of these Conditions.

1. User Subscriptions
   1. Subject to the Subscriber purchasing the User Subscriptions in accordance with clause 3.1 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of these Conditions, Busy Things hereby grants to the Subscriber a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.
   2. In relation to the Authorised Users, the Subscriber undertakes that:
      1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
      2. each Authorised User shall keep a secure password for his use of the Services; and
      3. if the Subscriber has underpaid Subscription Fees to Busy Things, then without prejudice to Busy Things’s other rights, the Subscriber shall pay to Busy Things an amount equal to such underpayment as calculated in accordance with Busy Things then current pricing policies within 10 Business Days of the date Busy Things notifies the Subscriber of the underpayment.
   3. The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property,
      and Busy Things reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber’s and any Authorised Users' access to any material that breaches the provisions of this clause or in its sole discretion the Services.
   4. The Subscriber shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
         1. and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
         2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services in order to build a product or service which competes with the Services; or
      3. use the Services to provide services to third parties; or
      4. subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
   5. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Busy Things.

1. Additional User Subscriptions/Authorised Users
   1. The Subscriber may, from time to time during the Subscription Term, purchase additional User Subscriptions and Busy Things may in its sole discretion grant on receipt of the appropriate Subscription Fees (which may where appropriate be pro-rated) access to the Services to such additional Authorised Users.

1. Services
   1. Busy Things shall, during the Subscription Term, provide the Services to the Subscriber on and subject to these Conditions.
   2. Busy Things shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      1. planned maintenance in respect of which Busy Things shall endeavour to give no less than 5 Business Days notice; and
      2. unscheduled maintenance in respect of which Busy Things shall endeavour to give no less than 6 hours notice.
   3. Busy Things will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with Busy Things’ Support Services. Busy Things may amend the Support Services in its sole and absolute discretion from time to time.

1. Subscriber Data
   1. The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data.
   2. Busy Things shall follow its archiving procedures for Subscriber Data. In the event of any loss or damage to Subscriber Data, the Subscriber's sole and exclusive remedy shall be for Busy Things to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by Busy Things. Busy Things shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Busy Things to perform services related to Subscriber Data maintenance and back-up).
   3. Busy Things shall, in providing the Services, comply with its Data Protection Policy relating to the privacy and security of the Subscriber Data available at www.busythings.co.uk/pdfs/data_privacy_cookie_policy.pdf or such other website address as may be notified to the Subscriber from time to time, as such policy may be amended from time to time by Busy Things in its sole discretion.
   4. If Busy Things processes any personal data on the Subscriber’s behalf when performing its obligations under these Conditions, the parties record their intention that the Subscriber shall be the data controller and Busy Things shall be a data processor and in any such case:
      1. Busy Things acknowledges and agrees that the personal data may not be transferred or stored outside the Uk or the country where the Subscriber and the Authorised Users are located in order to carry out the Services and Busy Things’ other obligations under these Conditions;
      2. the Subscriber shall ensure that the Subscriber is entitled to transfer the relevant personal data to Busy Things so that Busy Things may lawfully use, process and transfer the personal data in accordance with these Conditions on the Subscriber's behalf;
      3. the Subscriber shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      4. Busy Things shall process the personal data only in accordance with the terms of these Conditions and any lawful instructions reasonably given by the Subscriber from time to time; and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
      5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

1. Busy Things' Obligations
   1. Busy Things undertakes that the Services will be performed with reasonable skill and care.
   2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Busy Things' instructions, or modification or alteration of the Services by any party other than Busy Things or Busy Things' duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Busy Things will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, Busy Things:
      1. does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Subscriber through the Services will meet the Subscriber's requirements; and
      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 Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. Nothing in these Conditions shall prevent Busy Things from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to the Services.
   4. Busy Things warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.

1. Subscriber's Obligations
   1. The Subscriber shall:
      1. provide Busy Things with:
         
         
         1. all necessary co-operation in relation to their Subscription; and
         2. all necessary access to such information as may be required by Busy Things;
         in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;
      2. comply with all applicable laws and regulations with respect to its use of the Services;
      3. carry out all other Subscriber responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, Busy Things may adjust any agreed timetable or delivery schedule as reasonably necessary;
      4. ensure that the Authorised Users use the Services in accordance with these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Busy Things, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services;
      6. ensure that its network and systems comply with the relevant specifications provided by Busy Things from time to time; and
      7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Busy Things’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet.

1. Charges and Payment
   1. The Subscriber shall pay the Subscription Fees to Busy Things for the User Subscriptions in accordance with this clause 8 or as otherwise agreed in writing by Busy Things.
   2. The Subscriber shall provide Busy Things with such valid, up-to-date and complete payment details (including without limitation credit card details) as Busy Things may reasonably require to facilitate payment of the Subscription Fees. Subscription Fees are payable:
      1. monthly in advance with regard to Monthly Subscriptions; and
      2. annually in advance with regard to Annual Subscriptions,
      and Busy Things will take payments automatically prior to renewal.
   3. Any payments not received within 30 days of the renewal date will attract interest (charged daily) at an annual rate equal to 3% above the then current base lending rate of Busy Things' bankers from time to time commencing on the renewal date and continuing until fully paid, whether before or after judgment, and without prejudice to any other rights and remedies Busy Things may have. Busy Things may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the Services and Busy Things shall be under no obligation to provide any or all of the Services while any Subscription Fees remain unpaid.
   4. All amounts and fees stated or referred to in these Conditions:
      1. shall unless otherwise agreed in writing by Busy Things be payable in pounds sterling;
      2. are, subject to clause 12.4.2, non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added at the appropriate rate.

1. Proprietary Rights
   1. The Subscriber acknowledges and agrees that Busy Things and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Conditions do not grant the Subscriber any rights to, or in, 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.
   2. Busy Things confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Conditions.

1. Confidentiality
   1. Each party may be given access to Confidential Information from the other party in order to perform its obligations. A party's Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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 Subscription.
   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 these Conditions.
   4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
   5. The Subscriber acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Busy Things' Confidential Information.
   6. Busy Things acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.
   7. This clause 10 shall survive termination of the Subscription, however arising.

1. Indemnity
   1. The Subscriber shall defend, indemnify and hold harmless Busy Things 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 Subscriber's use of the Services, provided that:
      1. the Subscriber is given prompt notice of any such claim;
      2. Busy Things provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber's expense; and
      3. the Subscriber is given sole authority to defend or settle the claim.
   2. Busy Things shall defend the Subscriber, its officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
      1. Busy Things is given prompt notice of any such claim;
      2. the Subscriber provides reasonable co-operation to Busy Things in the defence and settlement of such claim, at Busy Things' expense; and
      3. Busy Things is given sole authority to defend or settle the claim.
   3. In no event shall Busy Things, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
      1. a modification of the Services by anyone other than Busy Things; or
      2. the Subscriber's use of the Services in a manner contrary to the instructions given to the Subscriber by Busy Things; or
      3. the Subscriber's use of the Services after notice of the alleged or actual infringement from Busy Things or any appropriate authority.
   4. The foregoing and clause 12.4.2 states the Subscriber's sole and exclusive rights and remedies, and Busy Things' (including Busy Things’ employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

1. Limitation of Liability
   1. This clause 12 sets out the entire financial liability of Busy Things (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber:
      1. arising under or in connection with the Subscription;
      2. in respect of any use made by the Subscriber of the Services or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Subscription.
   2. Except as expressly and specifically provided in these Conditions:
      1. the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber, and for conclusions drawn from such use. Busy Things shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Busy Things by the Subscriber in connection with the Services, or any actions taken by Busy Things at the Subscriber's direction;
      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 these Conditions; and
      3. the Services are provided to the Subscriber on an "as is" basis.
   3. Nothing in these Conditions excludes the liability of Busy Things:
      1. for death or personal injury caused by Busy Things's negligence; or
      2. for fraud or fraudulent misrepresentation.
   4. Subject to clause 12.2 and clause 12.3:
      1. Busy Things shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions or in connection with the Services; and
      2. Busy Things' total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

1. Term and Termination
   1. The Subscriber's subscription shall, unless terminated in accordance with this clause 13 or as otherwise agreed in writing by Busy Things, commence on the Effective Date and continue thereafter in the case of:
      1. a Monthly Subscription on an automatically renewing month by month basis save that the Subscriber may terminate their subscription by giving of no less than three Business Days' notice prior to the monthly renewal date using the 'cancel my subscription' section of the manage account area on the website www.busythings.co.uk (failure to give such notice will result in the Subscription automatically renewing for a further month and the Subscription Fees being due for payment in full (without rebate));
      2. an Annual Subscription for a period of 12 months,
      the "Subscription Term".
   2. Without affecting any other right or remedy available to it, either party may terminate the Subscription Term with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any other term of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      2. the other party repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions.
   3. On termination for any reason:
      1. all licences granted under these Conditions shall immediately terminate;
      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;
      3. Busy Things may destroy or otherwise dispose of any of the Subscriber Data in its possession unless Busy Things receives, no later than ten days after the effective date of the termination of these Conditions, a written request for the delivery to the Subscriber of the then most recent back-up of the Subscriber Data. Busy Things shall use reasonable commercial endeavours to deliver the back-up to the Subscriber within 30 days of its receipt of such a written request, provided that the Subscriber 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 Subscriber shall pay all reasonable expenses incurred by Busy Things in returning or disposing of Subscriber Data; and
      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 these Conditions which existed at or before the date of termination shall not be affected or prejudiced.

1. Force Majeure
   1. Busy Things shall have no liability to the Subscriber under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, 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 Busy Things 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, provided that the Subscriber is notified of such an event and its expected duration.

1. Variation
   1. Busy Things reserves the right to vary these Conditions from time to time and in its sole discretion provided always that Busy Things shall endeavour to give the Subscriber no less than 2 months' notice of any such variation.

1. Waiver
   1. No failure or delay by a party to exercise any right or remedy provided under these Conditions 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.

1. Rights and Remedies
   1. Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

1. Severance
   1. If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
   2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

1. Entire Agreement
   1. These Conditions and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
   2. Each of the parties acknowledges and agrees that in accepting these Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the agreement contemplated by these Conditions or not) relating to the subject matter of these Conditions, other than as expressly set out in these Conditions.

1. Assignment
   1. The Subscriber shall not, without the prior written consent of Busy Things, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions. Busy Things 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 these Conditions.

1. No Partnership or Agency
   1. Nothing in these Conditions 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).

1. Third Party Rights
   1. These Conditions do not confer any rights on any person or party (other than the parties to these Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

1. Notices
   1. Any notice required to be given under these Conditions 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 address set out in these Conditions, or such other address as may have been notified by that party for such purposes, or sent by email to the other party.
   2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am 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 the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9am on the first Business Day immediately following the date of transmission.

1. Governing Law
   1. These Conditions and any dispute or claim arising out of or in connection with them or their 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.

1. Jurisdiction
   1. 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 these Conditions or the Services (including non-contractual disputes or claims).