Last updated: February 10, 2021 SaaS Agreement - Insite Teams Enterprise

The terms ("Agreement Terms") of this Software as a Service Agreement ("Agreement", "SaaS Agreement") supplement and amend the terms of the Insite Teams standard Terms of Service ("Terms of Service") in relation to the Insite Teams mobile & web application (the "Service") operated by Insite Group Ltd (the "Supplier", "Us", "We", or "Our"). The Terms of Service can be found here: www.insiteapp.co.uk/terms.

These Agreement Terms apply to and are incorporated by reference into the relevant quote ("Quote") offered by the Supplier, as identified in the footer of the Quote as INSITE GROUP LTD, a company incorporated in England (registration number 11690214) having its registered office at Windsor House, 9-15 Adelaide Street, Luton, Bedfordshire, England, LU1 5BJ, to the Customer ("Customer", "You", "Your"), as identified in the head of the Quote as the addressee.

This Agreement forms a legally binding Agreement between the Supplier and the Customer and governs the Customer's acquisition and use of an Enterprise Plan (the "Plan") and the additional features ("Additional Features") of the Service provided by the Plan and the terms and conditions under which the Supplier will provide access to the Customer for such use.

The Agreement is between the Supplier and the Customer only. Any officers, employees, contractors or agents of the Customer may access and use the Service subject to the Terms of Service.

Your acquisition of and use of the Service is conditioned on Your acceptance of and compliance with this Agreement which You accept to be bound by upon acceptance of the Quote. If You represent a business or entity for which You are accepting these Agreement Terms on behalf of then You agree that You have the authority to do so and to bind them to this Agreement.

If You disagree with any part of the Agreement Terms or the Terms of Service then You may not access the Service.

In the event of a conflict between these Agreement Terms and the Terms of Service, the terms of this Agreement will take precedent.

Use of the Service

This Agreement grants the Customer a limited right to use the Additional Features of the Service as outlined publicly at the time of acceptance of the Quote on our Website under the Enterprise Plan details at www.insiteapp.co.uk/pricing for their business or personal use during the term.

Insite Group Ltd retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Customer any intellectual property rights in the Service or any of its components.

The Service, its content ("Content") (excluding User Content as defined in the Terms of Service), features and functionality including without limitation the Additional Features are and will remain the exclusive property of Insite Group Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries.

This Agreement does not grant any further right or licence to any officers, employees, contractors or agents of the Customer who may use the Service. Their access to and use of the Service is governed by the Terms of Service and their acceptance of the Terms of Service.

The Additional Features can be accessed via the online platform hosted at teams.insiteapp.co.uk (the "Web Application"). The Additional Features are also made available via mobile applications which are downloaded via the Apple App Store and Google Play Store (individually and collectively, "Mobile Applications(s)") which you may need to download and install. The licensing of the Mobile Applications is governed by the Terms of Service and this Agreement provides no additional rights or licence to the Customer with respect to the Mobile Applications.

Fees & Billing

The fees payable by the Customer (the "Fees") are determined by the rates identified on the Quote. The Quote will either identify (i) fixed monthly rate(s); or (ii) fixed daily rates.

You will be billed on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis as identified on the Quote.

You will be billed for the Fees either (i) in advance if the Quote identifies fixed monthly rate(s) in which case a single bill will be issued covering all of the monthly rates described on the Quote; or (ii) the Fees will be paid in arrears if the Quote identifies fixed daily rate(s), in which case a final bill is calculated based upon the usage in the period using the metered billing method ("Metered Billing").

Fees which are determined using Metered Billing are calculated on a daily basis everyday at 23:00UTC by determining the quantity of current active projects (projects which are not in an archived state) ("Active Projects") which are owned by the Plan at that time, where projects owned by the Plan are defined as those which are created under the Plan and state the name of the Plan under their details. Each Active Project is assigned a daily cost as defined by the tier(s) described on the Quote (the "Tiers"). The daily costs of all Active Projects are added together to give a total daily charge for the Plan. All daily charges for the Plan which are accrued within the Billing Cycle are totalled together to produce the final bill due at the end of the Billing Cycle.

You will continue to be billed for the Fees until the termination of this Agreement subject to the provisions outlined under the Term & Section of this Agreement.

There may be additional charges to unarchive a project in the form of a one off charge at the same rate as the daily rate of that project. Archiving and unarchiving a project is expected to be a task which is performed a limited number of times on each project.

All Fees described on the Quote and any additional charges which may be applicable as stipulated by this Agreement are exclusive of any applicable taxes which will be collected in addition to the Fees, unless otherwise stated on the Quote.

Payments

You will be automatically billed for the Fees as above by our authorised reseller, Paddle Payments Ltd ("Authorised Reseller") in accordance with their terms and conditions.

Should automatic billing fail to occur for any reason, Insite Group Ltd and/or the Authorised Reseller will issue an electronic notice indicating that you must update your payment details, within a certain deadline date, in order that the Authorised Reseller can collect the outstanding amount at the end of the period as indicated on the notice.

Failure to pay the amount owed within the deadline stated will result in the automatic suspension of the Additional Features of the Service which are granted by this Agreement and will be considered a breach of the Agreement Terms. This may result in termination of this Agreement at Our discretion subject to the provisions set out under the Term and Termination section of this Agreement below. Furthermore Insite Group Ltd may:

(i) accrue simple interest on the unpaid amount of 8% per annum above the Bank of England base rate starting on the payment due date and ending on the date of that the unpaid amount plus the accrued interest amount is paid in full; or

(ii) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998

Fee Changes

Any additional charges noted in this Agreement may be charged by alteration to the agreed Fees related to this Agreement unless it is seen that a new or separate Agreement is preferable or required to cover the fees.

Fee changes are only applicable after Insite Group Ltd has obtained written consent of the Customer.

Refunds

Except when required by law, paid Fees are non-refundable.

Trials

From time to time, we may offer trials for the Additional Features for a specified period without payment or at a reduced rate ("Trial(s)"). Insite Group Ltd may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

If You have been in receipt of a trial for the Additional Features of the Service then this Agreement will provide continued access to and use of the Additional Features.

THIS AGREEMENT DOES NOT PROVIDE ANY FURTHER FREE ACCESS TO AND USE OF THE ADDITIONAL FEATURES OF THE SERVICE.

Training and Support Services

We may provide training if this is specified on the Quote. If we provide training it will be provided in line the provisions outlined on the Quote.

As part of this Agreement the Customer is entitled to set up support which includes a 1 hour training session with up to three representatives of the Customer to introduce the Service and as a minimum show them how to access the Service through the Web Application and/or Mobile Applications.

This Agreement provides certain support ("Support Services") to the Customer by way of direct contact to Insite Group Ltd via emails addressed to team@insiteapp.co.uk.

The Support Services are limited in availability to only the Customer their officers and employees ("Customer Representatives"). The Support Services do not extend to any contractors or other associates of the Customer who use the Service.

Items raised by the Customer Representatives ("Support Queries") will be categorised at our discretion whilst acting reasonably as follows:

(i) critical: the Service is inoperable or the core functionality is unavailable;

(ii) serious: a core function of the Service is significantly impaired;

(iii) moderate: a core function of the Service is impaired but the functionality can still be achieved through through alternative features, or a non-core function is impaired; and

(iv) minor: any impairment which does not fall into the above categories, and any cosmetic issues found.

We will aim to respond to all Support Queries within 1 business day of their receipt; where 1 business day is defined as any weekday other than a bank or public holiday in England. However, from time to time this will not be achieved and instead we will ensure a response within no more than the following time periods according to the category of the Support Query:

(i) critical: 1 business day;

(ii) serious: 2 business days;

(iii) moderate: 3 business days; and

(iv) minor: 5 business days.

A response will consist as a minimum of acknowledgement of receipt, an initial diagnosis of the issue, a request for any further information required to resolve the issue if required and an anticipated duration for resolution of the issue if applicable.

These Agreement Terms stipulate no maximum turnaround for the final resolution of any raised by a Support Query.

This Agreement limits the number of unrelated Support Queries which may be submitted in each business day to a maximum accumulated total from all Customer Representatives of 4. If a total of more than 12 business hours are spent on the resolution of Support Queries from the Customer Representatives in any Billing Cycle then Insite Group Ltd will have no obligation to continue to provide Support Services for the remainder of that Billing Cycle. Support Services may be resumed subject to additional charges.

The Customer must provide to Insite Group Ltd co-operation, support, advice and information as are reasonably required to enable Us to provide the Support Services.

These Agreement Terms do not affect any other rights to support which may be granted to the Customer by the Service Level Agreement ("SLA").

Feedback

All feedback provided is subject to the provisions under the Feedback section of the Terms of Service. Furthermore, under this Agreement You may submit feedback direct to Us via an email addressed to team@insiteapp.co.uk. Feedback issued in this manner will be considered by Us and may, at our discretion, become of some priority in comparison to other feedback or feature requests which we have received.

We reserve the right to discard any feedback which we receive and cannot guarantee that feedback or feature requests will be fulfilled or actioned.

Changes to the Service

We may from time to time make changes to the Service in order to enhance and/or edit its features at Our discretion so long as such changes do not adversely affect the functionality of the Service or degrade the performance of the Service.

In addition we may also offer further optional features which do not constitute standard upgrades to the Additional Features covered by this Agreement which will be subject to additional costs.

Warranties

INSITE GROUP LTD WARRANTS THAT THE ADDITIONAL FEATURES OF THE SERVICE WILL COMPLY WITH THE PERFORMANCE STATED IN THE SLA. IN THE CASE OF A BREACH OF THIS WARRANTY WE WILL AT OUR SOLE DISCRETION REPAIR, REPLACE OR UPDATE THE SERVICE WITHIN A REASONABLE TIME OR YOU MAY BE ELIGIBLE TO RECEIVE CREDITS IN LINE WITH OUR SLA.

YOU AGREE THAT OUR SLA CONTAINS YOUR SOLE AND EXCLUSIVE REMEDY FOR INTERRUPTION, PARTIAL UNAVAILABILITY, AND COMPLETE UNAVAILABILITY OF THE SERVICES, AND ANY OTHER ITEM SET OUT IN THE SLA.

Limit of Liability

THE EXCLUSIONS OF LIABILITY ARE SET OUT IN THE TERMS OF SERVICE, THE FOLLOWING ADDITIONAL EXCLUSIONS ALSO APPLY:

(i) THE TOTAL LIABILITY OF THE SUPPLIER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND WHETHER IN CONNECTION WITH THIS LICENCE OR ANY COLLATERAL CONTRACT, SHALL IN NO CIRCUMSTANCES EXCEED A SUM EQUAL TO THE FEE.

Term and Termination

The term of this Agreement will commence upon acceptance of the Quote unless otherwise stated on the Quote and will continue indefinitely unless otherwise stated on the quote, subject to termination in accordance with the provisions outlined below.

The Minimum Term ("Minimum Term") of this Agreement is 30 days or the length of the initial billing cycle, whichever is more, unless otherwise stated on the Quote.

We may, but are not bound to, terminate this Agreement immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach either the Agreement Terms or the Terms of Service.

In the event of a failure to pay the amounts due at the end of a Billing Cycle and a further failure to pay the amounts due at the end of the additional time granted, as set out under the Payment section of this Agreement above, we reserve the right to serve notice of termination of this Agreement effective immediately, without prior notice or liability.

Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(i) the other party is dissolved;

(ii) the other party ceases to conduct all (or substantially all) of its business;

(iii) the other party is or becomes unable to pay its debts as they fall due;

(iv) the other party is or becomes insolvent or is declared insolvent;

(v) the other party convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(vi) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or

(vii) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.

Insite Group Ltd may terminate this Agreement by giving no less than 30 days notice to the Customer of termination after the Minimum Term.

The Customer may terminate this Agreement by giving no less than 30 days notice to Insite Group Ltd of termination after the Minimum Term.

Upon termination, your right to use the Additional Features of the Service will immediately cease along with all other rights provided under these Terms.

Entire Agreement

These Agreement Terms combined with the Quote, Terms of Service and the SLA constitute the entire Agreement between Insite Group Ltd and the Customer and supersede all advice or information which may have been obtained by the Customer from Insite Group Ltd through any discussions whether oral or in writing with respect to the Agreement.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire Agreement between us regarding Our Service, and supersede and replace any prior Agreements we might have between us regarding the Service.

Changes to This Agreement

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Waiver

Either party's failure to enforce any rights under this Agreement will not be deemed to be a waiver of that party's rights.

Notices

Any notice from one party to the other party under this Agreement must be given email, in which case the notice shall be deemed to be received upon receipt in the receivers inbox, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

Any notice from the Customer to Us should be sent to team@insiteapp.co.uk.

Privacy Policy

Please refer to Our Privacy Policy. You agree that they constitute part of these Agreement Terms and, as such you agree and consent to the data collection outlined in the Privacy Policy. You must read Our Privacy Policy before you use the Service.

Contact Us

If you have any questions concerning the Service or these Terms, please contact us either (i) by email to team@insiteapp.co.uk; (ii) by visiting Our website and using the contact form; or (iii) via the help section of Our Web Application and Mobile Applications.