Terms of Use

Parties

TUFT GLOBAL LIMITED incorporated and registered in England and Wales with company number 12262645 whose registered office is at 35 Bow Road, London, E3 2AD (Company)

The entity registering as a business user of the Application at tuftapp.com (Client)

Background

The Company operates the Tuft Application, a software platform which enables pet care businesses to manage bookings, client records, notifications and payments.

The Client agrees to obtain and the Company agrees to provide the Service on the terms set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

API Code: an application programme interface code to allow the Client to access the Application.

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Applicable Data Protection Laws: means: 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. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.

Application: the Tuft Application.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the sums payable for the Service, as set out in Schedule 2.

Client Data: all data, content and information uploaded, entered or generated by or on behalf of the Client through the Application, including records relating to the Client’s own customers, appointments, services and prices.

Client Personal Data: any personal data which the Company processes in connection with this agreement, in the capacity of a processor on behalf of the Client.

Company Personal Data: any personal data which the Company processes in connection with this agreement, in the capacity of a controller.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Data Protection Schedule: Schedule 3 (Data processing terms).

Deliverables: any output of the Service to be provided by the Company to the Client as specified in Schedule 1 and any other documents, products and materials provided by the Company to the Client in relation to the Service.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Payment Processor: Ryft Pay Ltd or Stripe, Inc., as applicable, being the third party payment service providers through which the Client may elect to accept payments using the Application.

Pet Parent: an individual who books or receives the Client’s services through the Application.

Price List: the Company’s published schedule of subscription plans and charges, available at tuftapp.com/pricing, as updated from time to time in accordance with Schedule 2.

Service: the service as set out in Schedule 1.

Territory: the United Kingdom and any other country in which the Client lawfully operates its business and in which the Company makes the Application available.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Virus: 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.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

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

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

1.8 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.10 A reference to writing or written includes email.

1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.12 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.

1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

2.1 This agreement shall commence on the date the Client registers as a business user of the Application at tuftapp.com and shall continue until terminated in accordance with clause 2.2 or clause 14 (Termination). The Client may cancel its subscription at any time through its account, and cancellation shall take effect at the end of the billing period in which notice of cancellation is given. Charges already paid in respect of the current billing period are non-refundable, save where the Client cancels under clause 10.3 or paragraph 6 of Schedule 2.

2.2 The Company may terminate this agreement for convenience by giving the Client not less than 30 days’ written notice, in which case the Company shall refund a pro rata portion of any Charges paid in advance in respect of the unexpired part of the then current billing period.

2.3 The Company shall provide the Service to the Client in accordance with this agreement.

2.4 On termination or expiry of this agreement, the Client may request an export of the Client Data within 30 days of the date of termination, and the Company shall provide that export in a commonly used machine-readable format at no charge. The Company may charge a reasonable administrative fee, not exceeding £25.00, for any export requested after that 30 day period.

3. Intentionally Blank

4. Company’s responsibilities

4.1 The Company shall use reasonable endeavours to supply the Service, and deliver the Deliverables to the Client, in accordance with this agreement in all material respects.

4.2 The Company shall use reasonable endeavours to make the Application available 24 hours a day, seven days a week, except for planned maintenance, of which the Company shall give the Client not less than 24 hours’ notice where reasonably practicable, and unscheduled maintenance, of which the Company shall give the Client as much notice as is reasonably practicable in the circumstances.

4.3 The Company shall provide support to the Client during Business Hours by email and through the in-Application support channels, and shall use reasonable endeavours to respond to support requests within two Business Days.

5. Client’s obligations

5.1 The Client shall:

(a) co-operate with the Company in all matters relating to the Service;

(b) provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required under Schedule 1 or otherwise reasonably required by the Company in connection with the Service and ensure that they are accurate and complete in all material respects;

(c) ensure it complies at all times and in all respects with all applicable laws when using the Service, including but not limited to complying with all applicable provisions of EU GDPR and UK GDPR and complying with all laws relating to Intellectual Property Rights when uploading any item to be used by it in relation to the Application, including, but not limited to the Client’s dashboard, notes and notification areas of the Application;

(d) be solely responsible for the entry, accuracy, updating and security of any information it records in the Client’s dashboard, notes and notification areas of the Application, and to record and keep up to date all services and products supplied to its own clients and prices charged in the Client’s dashboard and notes area of the Application;

(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Company to provide the Service;

(f) ensure it complies at all times and in all respects with all applicable laws when providing its own products and services using the Application;

(g) ensure it has in place adequate insurance to cover any claims against it when providing its own products and services using the Application;

(h) enter into contracts compliant with all applicable UK legislation with end users of its own products and services provided using the Application, including a statement that the Client and not the Company is responsible for any products or services the Client provides to its end users via the Application or otherwise;

(i) not access, store, distribute or transmit any Virus or any material during the course of its use of the Application and where applicable the Deliverables, that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(iv) is otherwise illegal or causes damage or injury to any person or property.

(j) not permit any of the activities referred to in clause 5.1(i) above.

(k) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify the Company.

(l) only use the Application and Deliverables in accordance with this Agreement.

(m) shall be wholly responsible for installing and setting up its own access to the Application and for any and all costs and fees in connection with accessing and using the Application, including, but not limited to, internet service providers fees, telecommunications fees and the cost of all equipment used by the Client in connection with the Application. Further the Client accepts that the Application and Deliverables and access to them may be subject to limitations, delays and other problems inherent in the use of the Client’s equipment, internet service provider and telecommunications provider.

(n) shall to the extent permitted by law and except as otherwise expressly provided in this agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

(o) shall ensure that any employee, partner, contractor agent and/or representative of it, is fully appraised, where appropriate, of any obligations or any other liability as set out in this Agreement and shall use all reasonable endeavours to ensure that those obligations are applied accordingly.

(p) allow the Company access to the Client’s appointment and product sales data stored in the Client’s dashboard and notes area of the Application.

5.2 If the Company’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Company shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

5.3 The Client shall not:

(a) 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 agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application or, where applicable, any Deliverable in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application; or

(b) access all or any part of the Application or, where applicable, the Deliverables in order to build a product or service which competes with the Application; or

(c) subject to this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application and/or where applicable the Deliverables available to any third party; or

(d) attempt to obtain, or assist third parties in obtaining, access to the Application and/or Deliverables, other than as provided under this Agreement; or

(e) introduce or permit the introduction of any Virus into the Company’s network and information systems.

6. Intentionally Blank

7. Intentionally Blank

8. Charges and payment

8.1 In consideration of the provision of the Service by the Company, the Client shall pay the Charges.

8.2 Subscription Charges are payable in advance and shall be collected automatically on the date the Client’s subscription commences and on each renewal date thereafter, using the payment method registered by the Client under clause 8.6. The Company shall make a VAT invoice available in the Client’s account for each payment collected.

8.3 Commission payable under paragraph 3 of Schedule 2 and any other Charges not collected under clause 8.2 shall be invoiced monthly in arrears, and the Client shall pay each such invoice within 14 days of the date of the invoice, either by the payment method registered under clause 8.6 or to a bank account nominated in writing by the Company.

8.3A If a payment collected under clause 8.2 fails, the Company shall notify the Client and may re-attempt collection. If the Charges remain unpaid 7 days after that notification, the Company may suspend the Service in accordance with clause 8.4.2.

8.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company any sum due under this agreement on the due date:

8.4.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4.1 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

8.4.2 the Company may suspend all or part of the Service until payment has been made in full.

8.5 All sums payable to the Company under this agreement:

8.5.1 are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

8.5.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.6 Recovery from stored payment methods. The Client agrees that, where a payment method (including but not limited to a debit card, credit card or connected payment account) has been registered or stored in connection with the Client’s use of the Application or the Service, the Company may use that payment method to collect any sums due and payable under this agreement, including but not limited to outstanding invoices, accrued interest under clause 8.4.1, and any amounts falling due under clause 15.1(a) on termination or expiry of this agreement. The Company shall provide the Client with reasonable prior written notice of its intention to debit a stored payment method under this clause 8.6, specifying the amount to be debited and the reason for the charge. For the avoidance of doubt, the authority granted under this clause 8.6 shall survive termination or expiry of this agreement until all outstanding sums have been recovered in full.

9. Intellectual property rights

In relation to the Application and the Deliverables:

9.1 the Company and its licensors, if any, shall retain ownership of all Intellectual Property Rights in the Application and Deliverables as far as applicable;

9.2 the Company grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-exclusive, royalty-free licence limited to the Territory during the term of this agreement to use the Application and Deliverables where appropriate for the purpose of receiving and using the Service; and

9.3 the Client shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

9.4 Intentionally blank.

9.5 The Company:

(a) warrants that the receipt, use of the Service, the Application and the Deliverables by the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party;

(b) shall, subject to clause 13 (Limitation of liability), indemnify the Client against all liabilities, damages, costs and reasonable legal fees suffered or incurred by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of the receipt, use or supply of the Service, Application and the Deliverables, provided that the Client complies with clause 9.7 and that this indemnity is subject to the cap in clause 13.7; and

(c) shall not be in breach of the warranty at clause 9.5(a), and the Client shall have no claim under the indemnity at clause 9.5(b), to the extent the infringement arises from:

(i) any modification of the Application, Deliverables or Service, other than by or on behalf of the Company; and

(ii) compliance with the Client’s specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Company shall notify the Client if it knows or suspects that compliance with such specification or instruction may result in infringement.

(d) If any claim under clause 9.5(b) is made or is in the Company’s reasonable opinion likely to be made, the Company may at its option and cost procure for the Client the right to continue using the affected part of the Application, modify or replace it so that it becomes non-infringing, or terminate this agreement on written notice and refund a pro rata portion of any Charges paid in advance. The Company shall have no further liability in respect of that claim.

9.6 Intentionally blank.

9.7 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 9, the Indemnified Party shall:

(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.5(b) (as applicable) (IPRs Claim);

(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

9.8 As between the parties, the Client owns all right, title and interest in the Client Data. The Client grants the Company a non-exclusive licence to host, copy, transmit, process and display the Client Data to the extent necessary to provide the Service, and to use Client Data in aggregated and anonymised form which does not identify the Client, any Pet Parent or any individual, for the purposes of operating, analysing and improving the Application.

9.9 The Client shall indemnify the Company in full against all liabilities, costs, expenses, damages and losses (including all interest, penalties and reasonable legal costs) suffered or incurred by the Company arising out of or in connection with:

(a) any claim that the Client Data, or the Company’s use of the Client Data in accordance with this agreement, infringes the Intellectual Property Rights or other rights of any third party;

(b) the products or services supplied by the Client to Pet Parents or to any other person, including any claim brought by a Pet Parent in respect of those products or services;

(c) any breach by the Client of clause 5.1(c) (compliance with law), clause 5.1(i) (prohibited material), clause 31 (Payment Services) or the Data Protection Schedule; and

(d) any chargeback, fine, penalty, assessment or cost levied on the Company by a Payment Processor, financial institution or card scheme as a result of the Client’s acts or omissions.

9.10 Clause 13 (Limitation of liability) shall not limit the Client’s liability under clause 9.9.

10. Changes

10.1 The Company may amend this agreement from time to time in order to comply with changes to applicable laws, to reflect changes to the Application or the Service, or to meet its reasonable economic, technical or organisational needs.

10.2 The Company shall give the Client not less than 30 days’ written notice of any amendment which is material and adverse to the Client, and shall publish the amended agreement at tuftapp.com. Other amendments, including amendments which are administrative, clarificatory or required by law at shorter notice, take effect on publication.

10.3 Where the Company gives notice under clause 10.2, the Client may terminate this agreement by written notice given before the amendment takes effect, without penalty and without further liability beyond Charges already accrued. If the Client continues to use the Application after the amendment takes effect, the Client is deemed to have accepted it.

10.4 Changes to the Charges are governed by Schedule 2 and not by this clause 10.

11. Data protection

11.1 For the purposes of this clause 11 and the Data Protection Schedule, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

11.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

11.3 The parties acknowledge that their respective roles under Applicable Data Protection Laws depend on the processing activity concerned:

(a) where the Client uploads, enters or generates personal data relating to its own customers through the Application, including client records, appointment histories, notes and pricing records, the Client is the controller and the Company is the processor, and Schedule 3 (Data processing terms) applies;

(b) where an individual registers as a consumer user of the Application, the Company is the controller in respect of that registration and of the individual’s use of the Application, and the Client has no role in that processing;

(c) where an individual described in clause 11.3(b) makes a booking with the Client through the Application, the Company discloses that individual’s personal data to the Client, and from the point of disclosure the Client is a separate and independent controller of that personal data for the purposes of providing its own services. Each party is independently responsible for its own compliance in respect of processing carried out for its own purposes, and neither party is a processor for the other in respect of that processing; and

(d) Schedule 3 continues to apply to any personal data described in clause 11.3(c) which the Client subsequently records or maintains through the Application.

11.4 The Client warrants that it has all necessary lawful bases, notices and, where required, consents in place to enable the Client Personal Data to be processed by the Company in accordance with this agreement.

11.5 In respect of Company Personal Data, including the personal data of the Client’s own personnel used to administer the Client’s account and the Company’s relationship with the Client, the Company acts as a controller and processes that data in accordance with its privacy notice published at tuftapp.com.

11.6 The Client shall process personal data disclosed to it under clause 11.3(c) only for the purpose of providing and administering its own services to the individual concerned, and shall not use that personal data for direct marketing except where the Client has an independent lawful basis for doing so under Applicable Data Protection Laws and the Privacy and Electronic Communications Regulations 2003.

11.7 Each party shall provide the individuals concerned with such information about the processing as is required by Articles 13 and 14 of the UK GDPR, and the Company’s privacy notice published at tuftapp.com sets out the disclosure described in clause 11.3(c).

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, suppliers, or clients of the other party, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12.4 The obligations in this clause 12 do not apply to information which:

(a) is or becomes generally available to the public other than as a result of a breach of this clause;

(b) was lawfully in the receiving party’s possession, without an obligation of confidentiality, before disclosure by the other party;

(c) is lawfully obtained from a third party who is free to disclose it; or

(d) is independently developed by the receiving party without use of or reference to the other party’s confidential information.

13. Limitation of liability

13.1 Background to the limits and exclusions on the Company’s liability. The Company maintains insurance cover in respect of its own legal liability in relation to this Agreement. The limits and exclusions in this clause reflect the price of the Service and the allocation of risk between the parties, and the Client is responsible for making its own arrangements for the insurance of any excess loss.

13.2 Scope of this clause. References to liability in this clause 13 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13.4 No limitation of the Client’s payment obligations. Nothing in this clause 13 shall limit the Client’s payment obligations under this agreement.

13.5 Intentionally blank.

13.6 Liabilities which cannot legally be limited. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Service Act 1982 (title and quiet possession).

13.7 Cap on the Company’s liability.

13.7.1 Subject to clause 13.3 (no limitations in respect of deliberate default) and clause 13.6 (liabilities which cannot legally be limited), the Company’s total liability to the Client arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the greater of (a) £2,500 and (b) the total Charges paid by the Client to the Company under this agreement in the period of 12 months immediately preceding the date on which the relevant claim arose.

13.7.2 The limit in clause 13.7.1 is a single aggregate cap applying to all claims arising under or in connection with this agreement taken together. It is not a per claim, per event or per annum limit, and it is not renewed or reset by the passage of time, by the renewal of the Client’s subscription, by any variation of this agreement, or by the number or nature of the claims made.

13.7.3 Where two or more claims arise from the same event, or from a series of related events, or from a continuing act or omission, they shall be treated as a single claim arising on the date on which the first of them arose.

13.7.4 For the purposes of clause 13.7.1, Charges paid means sums actually received and retained by the Company, and excludes VAT, any sums refunded or credited to the Client, any amounts collected by or paid to a Payment Processor, and any amounts payable to third parties.

13.7.5 The Company’s liability to the Client under clause 13.7.1 includes any liability of the Company to any group company, officer, employee, agent, contractor or customer of the Client arising under or in connection with this agreement, and all such liability shall aggregate into and be limited by the single cap in clause 13.7.1. The Client shall not, and shall procure that no group company, officer, employee, agent or contractor of the Client shall, bring any claim against the Company arising under or in connection with this agreement otherwise than through the Client.

13.7.6 No claim may be brought against any individual officer, employee, agent or contractor of the Company personally in respect of any matter arising under or in connection with this agreement, and each such individual may enforce this clause 13.7.6 under the Contracts (Rights of Third Parties) Act 1999.

13.8 Specific heads of excluded loss. Subject to clause 13.3 (no limitations in respect of deliberate default), clause 13.4 (no limitation on the Client’s payment obligations) and clause 13.6 (liabilities which cannot legally be limited), this clause 13.8 specifies the types of losses that are excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

13.9 Exclusion of statutory implied term. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Service Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

13.10 No liability for claims not notified within three months. Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.11 Exclusive remedies. Where the Company provides service credits or a refund in respect of any failure to meet a service availability or support commitment, those credits or refunds are the Client’s sole and exclusive remedy in respect of that failure.

13.12 Time limit for proceedings. Without prejudice to clause 13.10, the Company shall have no liability in respect of any claim unless proceedings in respect of that claim are issued and served within 12 months of the date on which the Client gave notice of the claim under clause 13.10.

14. Termination

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

(a) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement 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 this agreement;

(c) 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 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(d) 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 any of its creditors other than (being a company) 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;

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

(f) 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 (being a company) 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;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or 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);

(h) 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;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j) 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;

(k) 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 clauses 14.1(c) to 14.1(i) (inclusive);

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

(m) 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 agreement is in jeopardy.

14.2 For the purposes of clause 14.1(a), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement.

14.3 Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.

15. Obligations on termination and survival

15.1 Obligations on termination or expiry

On termination or expiry of this agreement:

(a) the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and

(b) the Client shall immediately stop its use of the Application and the Deliverables.

15.2 Survival

On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 2.4 (Data export), clause 8.6 (Recovery from stored payment methods), clause 9 (Intellectual property rights), clause 11 (Data protection) and Schedule 3 (Data processing terms), clause 12 (Confidentiality), clause 13 (Limitation of liability), this clause 15, clause 19 (Waiver), clause 21 (Severance), clause 23 (Conflict), clause 28 (Multi-tiered dispute resolution procedure), clause 29 (Governing law), clause 30 (Jurisdiction), clause 31.7A (Duration of holds), clause 31.8 (Chargebacks and payment disputes) and clause 33 (Publicity).

15.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

16. Force majeure

16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

16.2 Provided it has complied with clause 16.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. Nothing in this clause 16 excuses the Client from any obligation to pay Charges which have fallen due.

16.3 Intentionally blank.

16.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks’ written notice to the Affected Party.

17. Assignment and other dealings

17.1 This agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement, save that the Client may assign this agreement in its entirety to a person acquiring the whole of the Client’s business, on written notice to the Company and provided that the assignee agrees in writing to be bound by this agreement.

17.2 The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that the Company gives prior written notice of such dealing to the Client.

18. Variation

18.1 Subject to clause 10 (Changes), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

19.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

20. Rights and remedies

20.1 Subject to clause 13 (Limitation of liability), the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance

21.1 If any provision or part-provision of this agreement 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 agreement.

21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, 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.

22. Entire agreement

22.1 This agreement 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.

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

23. Conflict

23.1 If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

24. No partnership or agency

24.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. Third party rights

25.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

25.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

26. Notices

26.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a) in the case of a notice to the Company, sent by email to support@tuftapp.com, or delivered by hand or by pre-paid first-class post to its registered office; or

(b) in the case of a notice to the Client, sent by email to the email address registered in the Client’s account, or delivered by hand or by pre-paid first-class post to its registered office (if a company) or its principal place of business (in any other case).

26.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside 9.00 am to 5.00 pm Monday to Friday in the place of receipt on a day that is not a public holiday there, when those hours next resume.

26.3 Each party shall keep its notice details up to date and shall notify the other of any change.

26.4 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Intentionally Blank

28. Multi-tiered dispute resolution procedure

28.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, a senior representative of the Client, but not a professional advisor, and the CFO of the Company shall attempt in good faith to resolve the Dispute;

(b) if the senior representative of the Client and the CFO of the Company are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a more senior representative of the Client, but not a professional advisor, and the CEO of the Company who shall attempt in good faith to resolve it; and

(c) if the more senior representative of the Client and the CEO of the Company are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR.

28.2 No party may commence any court proceedings under clause 30 (Jurisdiction) in relation to the whole or part of the Dispute until 90 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

28.3 If the Dispute is not resolved within 90 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 90 days, or the mediation terminates before the expiration of the said period of 90 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 30 (Jurisdiction).

28.4 Nothing in this clause 28 prevents either party from:

(a) applying to any court for interim or injunctive relief, including in respect of any breach or threatened breach of clause 9 (Intellectual property rights) or clause 12 (Confidentiality);

(b) commencing proceedings to recover a debt due and payable under this agreement; or

(c) exercising any right of suspension or termination under this agreement.

29. Governing law

29.1 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 England and Wales.

30. Jurisdiction

30.1 Without prejudice to clause 28 (Multi-tiered dispute resolution procedure) each party irrevocably agrees that the courts of England and Wales 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.

This agreement has been entered into on the date stated in clause 2.1.

31. Payment Services

31.1 Optional Payment Services

The Company enables the Client to accept payments from Pet Parents through the Application using payment services provided by a Payment Processor. Use of a Payment Processor is entirely optional, and the Client may choose whether or not to enable payment processing.

31.2 Payment Processors Terms

By connecting a Payment Processor account or accepting payments through the Application using a Payment Processor, the Client acknowledges and agrees that it enters into a separate relationship with the Payment Processor, and that it will be required to accept the Payment Processor’s applicable terms, conditions and policies as part of the onboarding process. The Company is not responsible for the services provided by the Payment Processor or for the terms governing the Client’s relationship with the Payment Processor.

31.3 Permitted Use

The Client may use a Payment Processor through the Application only to process genuine payments relating to legitimate pet care services arranged through the Application. The Client shall not use the Application or a Payment Processor to process payments for transactions that are fictitious, misleading, unlawful or unrelated to genuine pet care services.

31.4 Prohibited Activity

The Client shall not:

(a) create fictitious appointments or bookings;

(b) process payments for services that have not been genuinely requested or provided;

(c) upload fabricated, misleading or fraudulent customer records;

(d) knowingly use payment methods that it is not authorised to use;

(e) attempt to test, probe, circumvent or interfere with the Company’s fraud prevention, payment systems or security controls; or

(f) use the Application or a Payment Processor for money laundering, card testing, fraudulent activity or any unlawful purpose.

31.5 Verification and Investigations

The Company may request additional information or documentation to verify the Client’s identity, business, banking details or transactions at any time. The Client shall cooperate fully with any investigation carried out by the Company, a Payment Processor, a financial institution, a card scheme, a regulator or a law enforcement authority, and shall provide any information reasonably requested.

31.6 Payment Holds and Account Restrictions

The Company may suspend, delay, withhold or refuse to release funds, suspend the Client’s access to payment services or restrict the Client’s account where the Company reasonably believes it is necessary to:

(a) investigate suspected fraud or unlawful activity;

(b) investigate payment disputes or chargebacks;

(c) comply with requests from a Payment Processor, financial institution, card scheme or regulatory authority;

(d) verify the Client’s identity, business or account information; or

(e) protect the Company, a Payment Processor, Pet Parents or other users from financial loss or harm.

The Company may place an immediate hold on payouts without prior notice where doing so is reasonably necessary to prevent suspected fraud or financial loss, or to comply with legal, regulatory or payment partner obligations. During any investigation, the Company may temporarily prevent the Client from receiving payouts, accepting new payments, creating bookings or accessing certain features of the Application until the investigation has been completed.

31.7 Pending Funds

Any funds displayed within the Client’s account as pending, available or awaiting payout are shown for information only, and do not constitute a debt owed by the Company or create an immediate entitlement to payment. Funds become payable to the Client once all applicable verification, settlement, payment processing, fraud prevention and compliance checks have been completed, all applicable dispute periods have expired, and the payout has been approved by the Company and, where applicable, the Payment Processor.

31.7A Duration of holds.

Where the Company places a hold on funds under clause 31.6, the Company shall:

(a) notify the Client in writing within 3 Business Days of the hold being applied, giving the reason for the hold and details of the information required from the Client to conclude the review, unless prohibited from doing so by law or by a request from a law enforcement or regulatory authority;

(b) conclude its review and release any funds not withheld under clause 31.8 within 30 days of the later of the date the hold was applied and the date the Client provides the information reasonably requested, unless the matter is subject to an ongoing chargeback, regulatory process or law enforcement investigation, in which case the Company shall notify the Client of the expected timescale and shall keep the Client informed at intervals of not more than 30 days; and

(c) provide the Client with a route to challenge the hold by written notice to support@tuftapp.com, and shall respond to any such challenge within 10 Business Days.

31.8 Chargebacks and Payment Disputes

Where payments are subject to chargebacks, payment disputes, fraud investigations or other payment-related claims, the Company may retain the associated funds until the matter has been resolved. Where permitted by law, the Company may recover, deduct or offset any losses, payment processing costs, chargeback fees, fines, penalties or other amounts incurred as a result of the Client’s use of the payment services from future payouts or from any amounts otherwise payable to the Client.

31.9 Suspension and Termination

The Company may permanently suspend or terminate the Client’s access to payment services or the Client’s account where the Company reasonably believes that the Client has:

(a) breached this agreement;

(b) engaged in fraudulent, unlawful or deceptive activity;

(c) misused the Application or the payment services; or

(d) exposed the Company, a Payment Processor or other users to unacceptable financial, operational or legal risk.

31.10 Information Sharing

The Company may retain, review and share information relating to the Client’s account, bookings, payments, communications, devices, login activity and other relevant records with a Payment Processor, financial institution, regulator, card scheme or law enforcement authority where reasonably necessary to:

(a) investigate suspected fraud or unlawful activity;

(b) comply with legal or regulatory obligations;

(c) respond to payment disputes or chargebacks;

(d) recover losses arising from misuse of the Application; or

(e) protect the integrity, security and operation of the Application.

32. Acceptable use

The Client shall not use the Application in a way that imposes an unreasonable or disproportionate load on the Company’s infrastructure, or that interferes with the operation of the Application for other users. The Company may suspend the Client’s access without prior notice where the Company reasonably believes such use is occurring, and shall notify the Client as soon as reasonably practicable and restore access once the issue is resolved.

33. Publicity

Neither party shall use the other party’s name, logo or trade marks in any public communication without prior written consent, save that the Company may identify the Client as a customer of the Company on its website and in marketing materials, and shall cease doing so promptly on the Client’s written request.

Schedule 1 – Service Details

1. Service. Access to the Application to enable the Client to offer its services and products to registered consumer users of the Application, to store on the Company’s systems the Client’s own clients’ details, and to send SMS and email notifications to the Client’s own clients in relation to appointments.

2. Deliverables. Access to the Application by use of an API Code and through the web and mobile interfaces made available by the Company from time to time.

3. Notifications. The Client’s plan includes a monthly allowance of SMS notifications as set out in the Price List. The Company may charge for notifications sent in excess of that allowance at the rates set out in the Price List, and may suspend the sending of further notifications where an allowance is exceeded, having first notified the Client.

4. Contact details. Notices to the Company under clause 26 shall be sent to support@tuftapp.com. Notices to the Client shall be sent to the email address registered in the Client’s account.

Schedule 2 – Charges, costs and payment

1. The Charges payable by the Client are those set out in the Price List for the plan selected by the Client, as at the date the Client’s subscription commences or renews.

2. Subscription Charges are payable in advance, monthly or annually depending on the billing term selected by the Client.

3. A commission of 5% applies to any product sold by the Client to any of its clients via the Application, billable in the month the product is sold.

4. All Charges are exclusive of VAT, which will be applied at the prevailing rate.

5. The Company may amend the Price List from time to time. Where an amendment increases the Charges payable by the Client, the Company will give the Client not less than 30 days’ written notice. The revised Charges will take effect from the Client’s next renewal date falling after the expiry of that notice period.

6. If the Client does not wish to accept revised Charges, the Client may cancel the subscription with effect from the date the revised Charges would otherwise take effect, without penalty and without further liability beyond Charges already accrued.

7. Except where expressly stated in clause 2.2, clause 10.3, paragraph 6 of this Schedule or paragraph 6.2 of Schedule 3, Charges are non-refundable and no refund or credit is given for any unused part of a billing period, including where the Client cancels part-way through a billing period or where the Client’s access is suspended or terminated under clause 8.4.2, clause 14 or clause 31.9.

8. The Charges currently applicable to the Client’s subscription are shown in the Client’s account under Billing.

Schedule 3 – Data processing terms

1. Scope. This Schedule applies to the processing by the Company of Client Personal Data as processor on behalf of the Client. Annex 1 sets out the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject.

2. Duration. The Company shall process Client Personal Data for the term of this agreement and for such further period as is set out in paragraph 10.

3. Instructions. The Company shall process Client Personal Data only on the Client’s documented instructions, which are the instructions set out in this agreement and any further instructions given by the Client through the Application, unless required to process by law, in which case the Company shall inform the Client of that legal requirement before processing, unless prohibited from doing so by that law. The Company shall inform the Client if, in its opinion, an instruction infringes Applicable Data Protection Laws.

4. Confidentiality. The Company shall ensure that all persons authorised to process Client Personal Data are subject to a duty of confidentiality, whether contractual or statutory.

5. Security. The Company shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking account of the matters set out in Article 32 of the UK GDPR.

6. Sub-processors.

6.1 The Client gives the Company general written authorisation to appoint sub-processors. The sub-processors engaged as at the date of this agreement are listed at tuftapp.com/subprocessors.

6.2 The Company shall give the Client not less than 30 days’ written notice of any intended addition or replacement of a sub-processor, and the Client may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, the Client may terminate this agreement without penalty on written notice, and shall be refunded a pro rata portion of any Charges paid in advance.

6.3 The Company shall impose on each sub-processor data protection obligations no less protective than those in this Schedule, and remains fully liable to the Client for the performance of each sub-processor’s obligations.

7. International transfers. The Company shall not transfer Client Personal Data outside the United Kingdom unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Laws, including the use of the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, or reliance on an adequacy decision.

8. Data subject rights. Taking into account the nature of the processing, the Company shall assist the Client by appropriate technical and organisational measures, insofar as this is possible, in fulfilling the Client’s obligations to respond to requests to exercise data subject rights. The Company shall notify the Client without undue delay if it receives a request from a data subject relating to Client Personal Data, and shall not respond to that request itself except on the Client’s documented instructions or as required by law.

9. Assistance. The Company shall assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of the processing and the information available to the Company. The Company shall notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Client Personal Data, and shall provide the Client with such information as the Client reasonably requires to meet its own notification obligations.

10. Deletion and return. On termination or expiry of this agreement, and subject to clause 2.4, the Company shall, at the Client’s election, delete or return all Client Personal Data, and delete existing copies, save to the extent that the Company is required by law to retain a copy. The Client’s election must be made within 30 days of termination. If no election is made, the Company shall delete the Client Personal Data within 90 days of termination, subject to routine backup cycles and any legal retention requirement.

11. Audit. The Company shall make available to the Client all information necessary to demonstrate compliance with this Schedule, and shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client. Audits shall be conducted on not less than 30 days’ written notice, no more than once in any 12 month period unless required by a supervisory authority or following a personal data breach, during Business Hours, subject to reasonable confidentiality undertakings, and at the Client’s cost. The Company may satisfy this paragraph by providing a current third party audit report or security certification where one is available.

Annex 1 – Details of processing

• Subject matter: provision of the Application and Service to the Client.
• Duration: the term of this agreement, plus the retention period in paragraph 10.
• Nature and purpose: hosting, storage, organisation, retrieval, transmission and deletion of Client Personal Data for the purposes of managing bookings, client records, appointment notifications and, where enabled, payments.
• Types of personal data: name, contact details, address, appointment history, service and pricing records, notes recorded by the Client, pet details, and, where the Client enables payment services, transaction records.
• Categories of data subject: the Client’s customers (Pet Parents), and the Client’s personnel who access the Application.