Terms & Conditions
1. INTRODUCTION AND PARTIES
1.1. This page sets out the general customer terms (“Terms and Conditions”) which apply to any Subscription Services (as defined below) which UpTime Labs (as defined below) licences or provides to any Customer (as defined below), unless Customer has entered into a separate written contract with UpTime Labs signed by both parties in respect of the Services.
1.2. The parties’ agreement for the licensing, use and provision of the Services is made up of (i) these Terms and Conditions; (ii) the SLA (if applicable); (iii) the Order Form; and (iv) any other written document either issued by UpTime Labs (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement and apply to the contract between the parties to the exclusion of any other terms that Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3. When construing the meaning of the Agreement, the documents listed in clause 1.2 shall be interpreted in an order of priority in the event of any inconsistency or conflict, with documents appearing earlier in the list taking priority over documents appearing later in the list.
1.4. Any order placed by Customer shall only be deemed to be accepted upon UpTime Labs’s signature of, or email agreement to, the Order Form, at which point, and on which date the Agreement shall come into existence.
1.5. These Terms and Conditions are published on UpTime Labs’s website. Customer should print or save a copy of these General Terms for its records. UpTime Labs may amend these General Terms from time to time during the Term and will endeavour to provide Customer with thirty (30) days’ notice before making the change effective when it does so. Every time Customer agrees a new Order Form with UpTime Labs it should check these General Terms to ensure that it understands the terms which will apply to the Agreement at that time. This version of these Terms and Conditions was most recently updated in June 2026. Historic versions may be obtained by contacting UpTime Labs.
1.6. Any Order Form issued by UpTime Labs shall be valid for a period of 30 days (or such longer period specified on the Order Form) from the date of issue, if not agreed by Customer, at which point the offer outlined in the Order Form shall lapse.
2. DEFINITIONS AND INTERPRETATION
The following definitions apply to these Terms and Conditions and any Order Form unless the context requires otherwise:
“Affiliate” means in relation to any party (or other person), any subsidiary or holding company of that party (that person) and any subsidiary of any such holding company, in each case from time to time
“Applicable Law” means any applicable law, rule, regulation, regulatory requirement; any form of secondary legislation, or case law; and any determination that a party (or
its relevant Affiliate) is bound to have regard to in connection with these Terms and Conditions;
“Authorised User” means any employees or independent contractors of Customer or its affiliates who will access and use the Subscription Services
“Business Day” means a day other than a Saturday, a Sunday or a public holiday in England;
“Confidential Information” means any information disclosed by the Disclosing Party (or its Affiliate) to the Receiving Party, or which is received by the Receiving Party under or in connection with an assignment and which relates to the Disclosing Party (or its Affiliate), and that is marked confidential, that the Receiving Party knows or reasonably ought to know is confidential, or which is of its nature confidential, including: (i) these Terms and Conditions and (ii) all Customer Data and all business logic, methods, algorithms, concepts and ideas of the Customer or its Affiliates which are disclosed to or received by UpTime Labs, all of which is the Confidential Information of the Customer, but excluding any information that: (i) is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party or its agents, officers or employees in breach of these Terms and Conditions (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information); (ii) was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party; (iii) the parties agree in writing is not confidential or may be disclosed; or (iv) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party;
“Customer” means the organisation which has purchased the Subscription Services from Supplier, as specified in the Order Form;
“Customer Data” means all information in any form which UpTime Labs receives from the Customer or a Customer Affiliate in connection with an assignment, including any information it accesses on the Customer’s or its Affiliates’ IT systems in the course of the relevant assignment;
“Data Protection Legislation” means the UK General Data Protection Regulation, being the retained version of Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR), the UK Data Protection Act 2018; the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party in connection with these Terms and Conditions and any laws that replace, extend, re enact, consolidate or amend any of the foregoing or laws that are analogous to any of them;
“Disclosing Party” means a party to these Terms and Conditions which (or whose Affiliate) discloses or makes available, directly or indirectly, Confidential Information;
“Fees” means the total amounts payable by the Customer to UpTime Labs under an Order Form;
“Force Majeure Event” means an event occurring or a set of circumstances arising after the date of entering into these Terms and Conditions which is beyond the reasonable control of the Affected Party; and include but are not limited to government intervention, pandemic, epidemic, strikes, lock-outs or other industrial disputes, failure of a utility service or transport 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 service providers or subcontractors.
“Index” means the percentage increase in average gross weekly earnings in the Information and Communication industry over an annual period published by the Office for National Statistics (for the time being available at https://www.ons.gov.uk/employmentandlabourmarket/peopleinwork/earningsandworkinghours/datasets/grossweeklyearningsbyindustryearn07), or if that index ceases to be measure then the closest analogous index published by ONS (or a successor body to it).
“Intellectual Property” means patents, trade marks, rights in respect of logos and get up, trade names, designs, domain names, copyright, database rights, semiconductor topography rights, utility models, other intellectual or industrial property rights and any rights therein, in each case whether registered or unregistered and including applications or rights to apply for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world including any such rights which may now or in the future subsist and “Intellectual Property Rights or IPR” shall be interpreted accordingly;
“Malware” means, but is not limited to, computer viruses, logic bombs, Trojan horses, worms, harmful components, or other malicious software
“Order Form” means any written quotation for Subscription Services, which outlines the detailed activities, timetable, dependencies and sequence of events which UpTime Labs shall perform, or procure the performance of, when delivering the Subscription Services, as provided by UpTime Labs to the Customer
“Outage Party” means a one-time event with an Authorised User playing one scenario, supported by UpTime Labs Personnel
“Personal Data” means all information in any form which UpTime Labs receives from the Customer or a Customer Affiliate in connection with the Subscription Services, including any information it accesses on the Customer’s or its Affiliates’ IT systems in the course of the relevant Subscription Services;
“Professional Advisers” means, in respect of the Receiving Party, its lawyers, accountants, bankers, auditors and any other professional advisers who are subject to fiduciary duties of confidence and loyalty;
“Receiving Party” means any party to these Terms and Conditions which (or whose Affiliate) receives or obtains, directly or indirectly, Confidential Information;
“Subscription Services” means the Subscription Services supplied to the Customer by UpTime Labs as set out in the Order Form;
“Subscription Term” means the period during which UpTime Labs is engaged to render Subscription Services to the Customer, as specified in the relevant Order Form;
“Terms and Conditions” has the meaning given to it in clause 1.1;
“Trial” means the delivery of Subscription Services detailed on an Order Form to be delivered at a discounted, or free, Fees, for a predetermined Subscription Term;
“UpTime Labs Personnel” means any employees, officers, staff, other workers, contractors, agents and consultants of UpTime Labs, its Affiliates and any of their subcontractors who are engaged in the performance of any Subscription Services from time to time;
3. ORDER DETAILS
3.1. Customer orders a subscription to the Subscription Services by entering into an Order Form between Customer and UpTime Labs.
3.2. The Order shall only be deemed to be accepted when the UpTime Labs signs the relevant Order Form or acknowledges its acceptance of the Customer’s Order Form (which may be by way of email) at which point and on which date the Contract shall come into existence (“Commencement Date”). The Order must correspond exactly to, and reference, the relevant Quotation to which it relates to be capable of acceptance.
3.3. Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained on the Company’s website, or contained in the Company's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force
3.4. The Order Form will also designate the length of the Subscription Term. If the Order Form contains terms that expressly conflict with these Terms and Conditions, the terms of the Order Form will take precedence. Capitalised terms used in this Terms and Conditions and/or the Order Form will have the same meaning within each.
4. AUTHORISED USERS
4.1. The Order Form will designate the number of Customer’s Authorised Users of the Subscription Services. Customer may designate only the following individuals as Authorised Users: employees or independent contractors of Customer or its affiliates who will access and use the Subscription Services by or through Customer and solely for the benefit of Customer or its affiliates. Only Authorised Users permitted under these Terms and Conditions may use the Subscription Services.
4.2. Each Authorised User corresponds to a single Authorised User licence. Customer will ensure that only one person accesses the Subscription Services per each Authorised User licence. If Customer exceeds the usage authorised by the Order Form (for example, by exceeding the number of Authorised Users or exceeding the Subscription Term), then UpTime Labs reserves the right to charge and invoice Customer the pro-rata Fees corresponding to such overage.
4.3. Customer may add additional users to Customer’s subscription during any Subscription Term (“Additional Authorised Users”). UpTime Labs will notify Customer in advance of any pro-rata additional Fees associated with the Additional Authorised Users. Customer may be required to modify its existing Order Form or enter into a new Order Form to add Additional Authorised Users. If there is a delay in executing an Order Form for Additional Authorised Users, then UpTime Labs reserves the right to, rather than extend the Subscription Term, reduce the Fees for those Additional Authorised Users on a pro-rata basis commensurate with the reduction in length of the Additional Authorised Users’ Subscription Term — this is to ensure that the expiration dates of Customer’s original Order Form and its Additional Authorised User Order Form are coterminous.
5. SUBSCRIPTION SERVICES
5.1. Subject to the Customer’s compliance with the terms of these Terms and Conditions, during the Subscription Term, UpTime Labs will provide and maintain the Subscription Services ordered by Customer, together with all content, works, and materials incorporated into the Subscription Services (the “Subscription Content”), for access and use by the Customer in accordance with the terms of these Terms and Conditions. Certain features of the Subscription Services may be provided or maintained by an affiliate of UpTime Labs with UpTime Labs remaining responsible for the performance of its obligations under these Terms and Conditions.
5.2. UpTime Labs may, at its sole discretion, offer the Customer free or discounted Trials or pilots. All Trials and Order Forms applicable thereto will be subject to these Terms and Conditions. UpTime Labs may cancel or modify the terms of a free Trial at any time, without prior notice and without liability. At the end of the designated Trial period Customer will be required to subscribe to the Subscription Services at UpTime Labs’s then-current prices in order to continue using the Subscription Services.
5.3. UpTime Labs reserves the right to modify (including changing, adding to, removing, or replacing) the Subscription Services or components thereof and/or the Subscription Content, as well as their features and functionality, at any time with or without notice, provided that no such modification will materially diminish the features or functionality of the Subscription Services provided to Customer as of the effective date of Customer’s then-current Order Form. Nothing in these Terms and Conditions will prevent UpTime Labs from updating or removing from time-to-time Subscription Content that UpTime Labs, at its sole discretion, deems out-dated.
5.4. The Subscription Services may contain products, Subscription Services, platforms, and/or Subscription Content owned by third parties and integrated into the Subscription Services (“Third-Party Subscription Services”). Use of any Third-Party
Subscription Services is subject to any terms or conditions provided to Customer that govern the respective Third-Party Subscription Services.
5.5. UpTime Labs will use commercially reasonable efforts to make the Subscription Services available on a consistent basis, excluding any planned downtime (including for updates and maintenance). While UpTime Labs expects planned downtime to be minimal, during any planned downtime, the Subscription Services may not be accessible. UpTime Labs or its contractors will provide the Customer with reasonable technical support as may be necessary to assist the Customer in accessing and using the Subscription Services.
6. PAYMENT TERMS
6.1. Unless otherwise stated in an Order Form, the Customer shall pay all Fees in full and in advance for the Subscription Term, such payment to be made upon receipt of invoice and in any event prior to the commencement of the Subscription Term.
6.2. All Fees are exclusive of VAT. Where VAT is payable on Fees, UpTime Labs will add VAT to its invoice for those Fees at the appropriate rate, and the Customer will pay such VAT with the relevant Fees.
6.3. The Customer will pay the amount of any invoice issued to it by UpTime Labs in accordance with these Terms and Conditions, directly or via Direct Debit, to UpTime Labs’ nominated UK bank account within 14 days of receipt.
6.4. UpTime Labs may increase any fixed Fee or charges in an Order Form in accordance with the Index, provided that UpTime Labs shall not be entitled to increase such Fees under this clause more than once in any twelve (12) month period and must give the Customer not less than thirty (30) days’ advance written notice of the price increase.
6.5. UpTime Labs may additionally increase the Fees on renewal by giving the Customer at least thirty (30) days’ prior written notice. If the Customer does not wish to continue at the revised Fees, its sole remedy is to elect not to renew the Agreement.
6.6. Without prejudice to clauses 6.4 and 6.5, UpTime Labs may increase the Fees at any time on written notice to the Customer where the increase arises directly from:
6.6.1.1. any increase in the costs charged by a third‑party supplier of software, platforms, infrastructure, data hosting, or other third‑party services used by UpTime Labs to provide the Subscription Services (Third Party Services);
6.6.1.2. the introduction of, or the Customer’s election to use, any new or additional features, modules, or functionality;
6.6.1.3. the Customer’s purchase or activation of additional User Licences; or
6.6.1.4. any Beta or Free Services transitioning to paid services, where the Customer elects to continue using such services following expiry of the relevant free or beta period.
Any increase under this clause 6.6 shall take effect no earlier than thirty (30) days after notice is given.
6.7. Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date, UpTime Labs may, without prejudice to any other right or remedy it has under Applicable Law or under these Terms and Conditions:
6.7.1.charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and such interest shall accrue on a daily basis and apply from the due date for payment until such amount has been paid in full, whether before or after judgement; and
6.7.2.suspend provision of any or all Subscription Services until such sums have been paid in full.
6.8. The Customer shall pay all sums that it owes to the other party under these Terms and Conditions without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
7. CUSTOMER RIGHTS AND OBLIGATIONS
7.1. The Customer will use the Subscription Services only for Customer’s internal business purposes and in accordance with all laws, regulations, and UpTime Labs usage instructions applicable to the Subscription Services. Customer will ensure that its Authorised Users comply with the terms of these Terms and Conditions. Any action taken by a Authorised User with respect to the Subscription Services will be deemed an action taken by Customer; as such, a breach of these Terms and Conditions by a Authorised User will be deemed a breach by Customer. UpTime Labs has the right, but not the obligation, to monitor the Customer’s use of the Subscription Services to ensure compliance with these Terms and Conditions. Any monitoring by UpTime Labs is not an assumption of liability by UpTime Labs, nor will it discharge the Customer of its obligations under these Terms and Conditions.
7.2. The Customer will not (nor allow any third party) to do any of the following (the “Usage Restrictions”):
7.2.1.access or use the Subscription Services: (i) in any manner that infringes upon or violates third-party Intellectual Property Rights or rights of privacy or publicity, (ii) in a way intended to avoid incurring fees or exceed usage limits (including allowing multiple persons to use a single Authorised User licence), (iii) to access or use the personal or confidential information of any third party without their permission, (iv) or purposes of competitive analysis or the development or provision of a competing service or product, (v) in violation of any law, rule, or regulation applicable to the Subscription Services, including any Data Protection Legislation, as applicable, (vi) to engage in any unauthorised or unlawful receipt, processing, transmission or storage of any Personal Data of the UpTime Labs Group or any third parties, or (vii) any manner that is reasonably likely to damage, disable, overload, or impair the Subscription Services, interfere with any third party’s use and enjoyment of the Subscription Services, or in any manner that UpTime Labs deems excessive or abusive;
7.2.2.circumvent, or attempt to circumvent, any security feature or access restriction of the Subscription Services or any part thereof;
7.2.3.modify, decompile, reverse engineer, recreate, disassemble, or otherwise make any changes to the Subscription Services or the Subscription Content;
7.2.4.falsify or delete any attribution, authorship or ownership, legal, or proprietary notices, labels, or designations of the Subscription Content or other components of the Subscription Services;
7.2.5.copy, disclose, reproduce, broadcast, sell or re-sell, lease, redistribute, publish, distribute, prepare derivative works of, perform, publicly display, modify, combine with other products or Subscription Services, or otherwise exploit the Subscription Services or Subscription Content, (ii) download Subscription Content that is not made available for download by UpTime Labs, (iii) permit any non-Authorised User third party to view, access, or use the Subscription Services or Subscription Content;
7.2.6.input, upload, transmit, access, or otherwise provide to or through the Subscription Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any Malware.
7.2.7.impersonate any person or entity, including UpTime Labs or any UpTime Labs employee, or falsely state or otherwise misrepresent an affiliation with any person or entity; or
7.2.8.The Customer will maintain the confidentiality and security of their passwords and account information and will not provide that to any other person or entity. The Customer is responsible for restricting access to their computers and mobile devices as necessary to ensure the confidentiality and security of such information. Customer will promptly notify UpTime Labs if Customer suspects a Authorised User account information or password has been compromised.
8. DATA PROTECTION
8.1. This clause 8 shall be read together with our Privacy Policy which is available on our website.
8.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
8.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and UpTime Labs is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The parties further acknowledge that there are exceptions where UpTime Labs are the data controller and will not act on Customer instructions but in accordance with UpTime Labs’s own legal and professional obligations. This usually applies to data UpTime Labs hold and process about the Customer in relation to AML,
Terrorist Financing, Transfer of Fund (Information on the Payer) Regulations 2017 and our obligation to report malpractice to the authorities.
8.4. Without prejudice to the generality of clause 8.1, the Customer will ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Personal Data to us for the duration and purposes of the contract.
8.5. Without prejudice to the generality of clause 8.1, UpTime Labs shall, in relation to any Personal Data processed in connection with UpTime Labs’s delivery of the Subscription Services under these Terms and Conditions:
8.5.1.ensure that UpTime Labs have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of UpTime Labs systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by UpTime Labs);
8.5.2.ensure that all UpTime Labs Personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
8.5.3.not transfer any Personal Data outside of the United Kingdom or European Economic Area unless the Customer’s prior written consent has been obtained and the following conditions are fulfilled:
8.5.3.1. UpTime Labs have provided appropriate safeguards in relation to the transfer;
8.5.3.2. the data subject has enforceable rights and effective legal remedies;
8.5.3.3. UpTime Labs comply with UpTime Labs’s obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
8.5.3.4. UpTime Labs comply with reasonable instructions notified to them by the Customer in advance with respect to the processing of the Personal Data; and
8.5.3.5. for the avoidance of doubt, signing and returning these Terms and Conditions constitutes the provision of prior written consent in relation to such transfers.
8.5.4.assist the Customer at the Customer cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.5.5.notify the Customer without undue delay on becoming aware of a Personal Data breach; and at the Customer’s written request, delete or return Personal Data and copies thereof to the Customer on termination of the Terms and Conditions unless required by Applicable Data Processing Law to store the Personal Data.
9. CONFIDENTIALITY
9.1. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party or where authorised in a particular Schedule, shall:
9.1.1.not use or exploit the Confidential Information in any way except for the purpose of exercising its rights and performing its obligations under an Order Form;
9.1.2.not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by these Terms and Conditions; and
9.1.3.apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information (and which will in any event be no less stringent than the measures and care which it is reasonable to expect of a person operating in the same sector in the same circumstances).
9.2. The Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its agents, sub-contractors, officers, employees, (in the case of UpTime Labs) the UpTime Labs Personnel and Professional Advisers who need to know it in connection with these Terms and Conditions, provided that:
9.2.1.it informs each such person of the confidential nature of the Confidential Information before disclosure; and
9.2.2.it procures that each such person will be bound by obligations of confidence no less restrictive than this clause, and it will be liable for the failure of any such person to comply with this clause.
9.3. The Receiving Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any regulator or any other governmental or other regulatory authority with jurisdiction over the Receiving Party, or by a court of competent jurisdiction, or under the rules of a relevant securities exchange, provided in each case that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and it takes into account the reasonable requests of the Disclosing Party in relation to the content of that disclosure.
10. INTELLECTUAL PROPERTY
10.1. UpTime Labs and its licensors own their respective rights in the Subscription Services, Subscription Content, and Third-Party Subscription Services, including all related Intellectual Property
Content, and Third-Party Subscription Services that are not expressly granted to Customer by these Terms and Conditions are reserved by their respective owners.
10.2. If Authorised Users submit any Authorised User Content to a publicly-available (by other users of the Subscription Services), then: (a) such Authorised User Content will be deemed non-confidential and non-proprietary; (b) UpTime Labs will have the non-exclusive, royalty-free, sublicensable right to use, publish, reproduce, modify, perform, display, distribute, and otherwise exploit the Authorised User Content (in whole or in part), throughout the world and in any media now known or hereafter devised; and (c) UpTime Labs reserves the right to, at its sole discretion, remove, block, refuse to post, or take other action with respect to Authorised User Content as UpTime Labs deems appropriate, including where UpTime Labs believes that Authorised User Content in violation of these Terms and Conditions.
10.3. As between the Customer and Uptime Labs, all right, title and interest in or to:
10.3.1 any suggestions, comments, and/or feedback regarding the Subscription Services provided by the Customer or any of its Authorised Users; and/or
10.3.2 any data, insights, analytics, learnings, statistical information, improvements, refinements, optimisations, algorithms, models, parameter updates, configuration recommendations and other outputs arising from or in connection with the use and operation of the Subscription Services by the Customer or any of its Authorised Users,shall, in each case, vest in and remain vested in the sole and exclusive ownership of Uptime Labs
11. INSURANCE
11.1. At all times during the Subscription Term, UpTime Labs will carry such types and amounts of insurance as are customarily carried by providers of Subscription Services. UpTime Labs will provide Customer with proof of such insurance coverage upon Customer’s request and will require UpTime Labs’s insurance providers to give Customer at least thirty (30) days notice of cancellation or termination of such insurance
12. REPRESENTATIONS, WARRANTIES, DISCLAIMERS
12.1. UpTime Labs and Customer each represent that: (a) it has full legal and corporate right and authority to enter into these Terms and Conditions and to perform all its obligation and grant all rights granted by it under these Terms and Conditions; (b) the individual entering into these Terms and Conditions on behalf of that party has full right and authority to do so and to bind the respective party to the terms of these Terms and Conditions; (c) it will comply with all laws and regulations applicable to that party in connection with the Subscription Services; and (d) its entry into and performance under these Terms and Conditions will not violate any third-party agreements or obligations to which it is bound.
12.2. UpTime Labs warrants that the Subscription Services will be performed diligently, with all reasonable skill and care by appropriately trained and experienced personnel, in a professional manner at least to industry standards. For any uncured breach by UpTime Labs of the foregoing warranty, Customer’s exclusive remedy will be to terminate these Terms and Conditions for cause, as provided for herein.
12.3. Customer further represents and warrants that Customer has full right and authority to determine the purpose and means of processing Personal Data of the Customer and to authorise UpTime Labs to process Personal Data of the Customer in accordance with these Terms and Conditions.
12.4. Except as may be expressly provided for in these terms and conditions:
12.4.1.the Subscription Services and Subscription Content are provided on an “as-is'' and “as-available” basis without any warranties of any kind, and Uptime Labs expressly disclaims any additional express warranties and all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and
12.4.2.Customer acknowledges that UpTime Labs does not warrant that the Subscription Services will meet Customer’s needs, result in any specific outcome for Customer or Authorised Users, or be uninterrupted, up-to-date, timely, secure, free from Malware, or error-free. Certain jurisdictions do not allow the exclusion of implied warranties in certain circumstances, so the exclusions set forth above may not apply to Customer.
13. INDEMNIFICATION
13.1. Customer shall defend, indemnify and hold harmless UpTime Labs 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 its and/or the Authorised Users’ use of the Subscription Services including, without limitation, for any liability, damages, costs or claims incurred by UpTime Labs due to Customer’s use of the Subscription Services for any purpose outside of the Purpose, the Customer’s breach of any of the Usage Restrictions or Feature Terms or any claim relating to Customer Data, including, without limitation, any claim brought by a third party alleging that Customer Data, or Customer’s use of the Subscription Services in breach of the Agreement infringes or misappropriates the intellectual property rights of a third party or violates applicable law, save to the extent directly attributable to UpTime Labs’s breach of the Agreement.
13.2. UpTime Labs shall, subject to the other provisions of this clause 13 and the limitations in clause 14, defend Customer and its employees against any claim that the Subscription Services infringe any copyright, trade mark, patent or right of confidentiality and shall indemnify Customer for any amounts awarded by a court of competent jurisdiction against Customer in judgment or settlement of such claims, or agreed to by UpTime Labs, provided that UpTime Labs shall have no liability under the indemnity to the extent that the relevant claim arises from:
13.2.1.any modification of the Subscription Services not made by or on behalf of UpTime Labs;
13.2.2.any combination of the Subscription Services with products, services or data not supplied or approved in writing by UpTime Labs; and/or
13.2.3.any use of the Subscription Services otherwise than in accordance with the Agreement.
13.3. The party seeking indemnity or defence (“Indemnified Party”) will provide written notice to the party from which indemnity is sought (“Indemnifying Party”) of the
existence of any Claim as soon as practicable after becoming aware of the Claim; provided, however, that the Indemnified Party’s failure to give timely notice of such Claim will not relieve the Indemnifying Party of its indemnification obligations unless such failure actually prejudiced the Indemnifying Party. At the Indemnifying Party’s sole expense, the Indemnifying Party will be entitled to assume and control the defence of the Claim and the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of the Claim. The Indemnifying Party will have the right to settle such Claim at its sole discretion, provided that, without the Indemnified Party’s prior written consent (not to be unreasonably withheld or delayed), the settlement is purely monetary, does not require the Indemnified Party to make a monetary payment, and provides an unconditional release of the Indemnified Party with respect to such Claim.
13.4. If, due to a Claim of infringement, the Subscription Services (or any portion thereof) are held by a court or adjudicator of competent jurisdiction to be, or are believed by UpTime Labs to be, infringing on the Intellectual Property Rights of a third party, UpTime Labs may, at its option and expense: (a) replace or modify the Subscription Services to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a licence to continue using the Subscription Services; or (c) if neither of the foregoing is commercially practicable, terminate or suspend all or the affected portion of the Subscription Services and issue Customer a pro-rata refund of any Fees commensurate with the unused Subscription Services
14. LIMITATION OF LIABILITY
14.1. Neither Customer or UpTime Labs will be liable for any indirect, special, incidental, punitive, or consequential damages, including lost profits, lost time, lost data, lost use, or damages to goodwill, whether in contract, tort (including negligence), strict liability, or otherwise, regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
14.2. Subject to clauses 14.1, and 14.4, the maximum aggregate liability of UpTime Labs:
14.2.1.under the indemnity set out in clause 13.2 shall not exceed an amount equal to two times the amount paid or payable to UpTime Labs, as applicable, for the specific Subscription Services giving rise to such claim during the twelve (12) months immediately preceding the date on which the claim arose; and
14.2.2.shall otherwise under or in connection with these Terms and Conditions or the Subscription Services, regardless of the form of action, will not exceed the amount paid or payable to UpTime Labs, as applicable, for the specific Subscription Services giving rise to such claim during the twelve (12) months immediately preceding the date on which the claim arose.
14.3. The limitations set forth in this section will not apply to claims of fraud, willful misconduct, or to Customer’s indemnification obligations. In all other cases, the limitations set forth in this section will apply to the fullest extent permitted by Applicable Law and regardless of whether any remedy fails its essential purpose.
certain jurisdictions do not permit the limitation of certain liabilities, so some or all of the limitations set forth in this section may not apply to Customer.
15. SUSPENSION OF SUBSCRIPTION SERVICES
15.1. UpTime Labs reserves the right to suspend the Subscription Services, without notice, for a reasonable period of time as may be necessary for UpTime Labs to resolve any actual or threatened risks that, at UpTime Labs’s sole discretion, pose a credible risk of harm to the Subscription Services or the security or integrity thereof. UpTime Labs will use commercially reasonable efforts to limit the suspension to address the risk at issue.
15.2. UpTime Labs may immediately suspend, disable, or deny access to the Subscription Services by any individual Authorised User who violates any of the Usage Restrictions.
15.3. If any Fees are not paid when due, UpTime Labs may suspend its provision of the Subscription Services unless and until all Fees and other sums due are paid in full.
16. TERMINATION
16.1. Where a party gives notice to terminate these Terms and Conditions in accordance with this clause 16, but one or more Order Forms remain in effect at the expiry of that notice, these Terms and Conditions shall continue in full force and effect solely for the duration of each such Order Form and shall automatically terminate upon the termination or expiry of the final remaining Order Form, unless Uptime Labs terminates these Terms and Conditions for cause, in which case all Order Forms shall automatically terminate with immediate effect (unless otherwise agreed in writing by Uptime Labs).
16.2. Either party may terminate an Order Form by giving written notice to the other if the other party commits:
16.2.1.material breach of that Order Form which is capable of remedy and it fails to remedy the breach within thirty (30) days of receiving written notice of such breach; or
16.2.2.a material breach of that Order Form which is not capable of being remedied, and a breach of these Terms and Conditions in relation to an Order Form will be deemed a breach of that Order Form.
16.3. UpTime Labs may terminate these Terms and Conditions immediately by giving the Customer notice if:
16.3.1.the Customer passes a resolution for its winding up or a court makes an order for its winding up or dissolution (other than for the purpose of any bona fide amalgamation, merger or reconstruction);
16.3.2.an application for an administration order is made in relation to the Customer that has not been set aside within seven days after the order has been made, or if a receiver is appointed over, or an encumbrancer takes possession of or sells, any material part of the assets or undertaking of the other party;
16.3.3.the Customer makes an arrangement or composition with its creditors generally or makes an application to a court for protection from its creditors generally;
16.3.4.the Customer disposes of all its assets or a substantial part of its assets (other than for the purpose of any bona fide amalgamation, reconstruction or merger);
16.3.5.the Customer commences or has commenced against it any insolvency, reorganisation, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings, and, if such case or proceeding is commenced against it, such case or proceeding is not dismissed within seven days thereafter;
16.3.6.the Customer becomes insolvent or generally fails to pay or admits in writing its inability to pay, its debts as they become due; or
16.3.7.the Customer is subject to any equivalent process or proceedings in any jurisdiction anywhere in the world.
17. SUBSCRIPTION RENEWALS
18.1. These Terms and Conditions, 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.
18.2. 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 these Terms and Conditions or its subject matter or formation and any dispute or claim.
18. GOVERNING LAW AND JURISDICTION
15.1. UpTime Labs reserves the right to suspend the Subscription Services, without notice, for a reasonable period of time as may be necessary for UpTime Labs to resolve any actual or threatened risks that, at UpTime Labs’s sole discretion, pose a credible risk of harm to the Subscription Services or the security or integrity thereof. UpTime Labs will use commercially reasonable efforts to limit the suspension to address the risk at issue.
15.2. UpTime Labs may immediately suspend, disable, or deny access to the Subscription Services by any individual Authorised User who violates any of the Usage Restrictions.
15.3. If any Fees are not paid when due, UpTime Labs may suspend its provision of the Subscription Services unless and until all Fees and other sums due are paid in full.
19. NOTICE
19.1. A notice under or in connection with these Terms and Conditions must be in writing and must be sent by first class post pre paid recorded delivery (and airmail if overseas) to the party due to receive the Notice at the relevant address specified in clause 19.3 below; and if served via email, must be sent from the sending party’s designated email address in clause 19.3 to the other party’s designated email address in clause 19.3. (a “Notice”)
19.2. A Notice will be deemed to be given if delivered personally, when left at the relevant address, if sent by post (other than air mail), two Business Days after posting it; if sent by air mail, six Business Days after posting it; if sent to the relevant email address
specified in clause 17.3, at the time of receipt, unless received after 5.00pm on any day when it shall be deemed to have been served on the next Business Day; and/or if received by email from the relevant email address specified in 19.3 at the time of receipt, unless received after 5.00pm on any day when it shall be deemed to have been served on the next Business Day.
19.3. The address for Notices is:
19.3.1.in respect of the Customer: the Customer Contact identified in the Order Form
19.3.2.in respect of UpTime Labs:
Email: info@uptimelabs.io
19.4. Either party may change its address for Notices by Notice to the other.
19.5. The provision of this clause shall not apply to service of any legal proceedings.
20. MISCELLANEOUS
20.1. As between UpTime Labs and the Customer, the version of these Terms and Conditions in effect during the Customer’s then‑current Subscription Term shall apply and may only be amended by agreement by both parties in writing.
20.2. Except as expressly stated in these Terms and Conditions, all rights and remedies available under these Terms and Conditions are cumulative and no single right or remedy will be exclusive of any others. The waiver or failure by a party to exercise any right or remedy provided for under these Terms and Conditions will not be deemed a waiver by that party of any further right or remedy under these Terms and Conditions.
20.3. Neither party will be in breach of these Terms and Conditions by reason of its failure to perform its obligations as a result of, whether directly or indirectly, a cause beyond that party’s reasonable control, including local law or regulation, acts of God, Internet failures or delays, war or terrorism, civil disturbance or labor disputes, act of government, or other Force Majeure Event.
20.4. UpTime Labs may assign its rights or obligations under these Terms and Conditions at its discretion. Customer may not assign these Terms and Conditions or any of its rights or obligations hereunder, without UpTime Labs’s prior written consent, except (a) in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets or (b) to an affiliate of Customer.
20.5. UpTime Labs and Customer are acting solely as independent contractors of one another with respect to these Terms and Conditions and the Subscription Services. Nothing in these Terms and Conditions constitutes or will be construed as creating a partnership, joint venture, agency, or employer-employee relationship between the parties.
20.6. Unless this Terms and Conditions expressly provides otherwise, use of the term “including” within this Terms and Conditions is deemed to mean “including, but not limited to.”
20.7. These Terms and Conditions are solely for the benefit of the parties to these Terms and Conditions and their permitted successors and assigns. Nothing in these Terms and Conditions, express or implied, confers any third-party beneficiary rights or remedies to any person or entity by reason of these Terms and Conditions.
20.8. These Terms and Conditions (including all amendments, Order Forms, other agreements, and/or terms incorporated therein) contains the entire agreement and understanding between the parties relating to the subject matter of these Terms and Conditions and supersedes all prior agreements and understandings between the parties relating to the subject matter of these Terms and Conditions.
20.9. Both parties authorise the other to use their name, logo and/or Intellectual Property without notice to or consent, in connection with certain promotional materials that either party may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, lucites, and any other materials.