Tessaract Terms and Conditions | User Service Agreement

TESSARACT TERMS OF SERVICE

Updated as of 22 December 2023.

This User Service Agreement (the “Agreement”) governs the Customer’s use of the software and services provided by Tessaract Technologies UK LTD (Company Registration No. 14067108), a company incorporated in England and Wales whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (“Tessaract”). This is a legal Agreement which incorporates the Privacy Policy here and the Schedules herein.

By registering to use the Software and Services, the Customer agrees to be bound to the terms of this User Service Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following terms shall have the following meanings:

Authorised Users means any individual or entity (including, but not limited to the Customer’s Affiliates) who the Customer has authorised to access the Software and whose identities have been notified to Tessaract in writing as being Authorised Users;

Business Day means a day other than a Saturday or a Sunday or a public holiday in England when the banks in London are generally open for business;

User Data means all data, information, works and materials of any kind which: (i) may be uploaded to, stored within, or processed by the Software by or on behalf of the Customer or any Authorised User or by any person or application using the Customer's account; or (ii) are otherwise provided to Tessaract by or on behalf of the Customer in connection with this Agreement;

Confidential Information of a party means any information disclosed to the other party in connection with this Agreement that is marked as “confidential”, described as “confidential” or which ought reasonably to have been understood by the other party at the time of disclosure as being confidential and including: (i) the terms and conditions of this Agreement; (ii) in respect of Tessaract’s Confidential Information, the Software and Documentation and all know-how, information and code relating thereto and all information concerning the operation of the Software and the Support Services; and (iii) in respect of the Customer’s Confidential Information, the Customer Data;

Customer means the entity (typically a law firm) which purchases the Service;

Customer Data means all data, information, works and materials of any kind which: (i) may be uploaded to, stored within, or processed by the Software by or on behalf of the Customer or any Authorised User or by any person or application using the Customer's account; or (ii) are otherwise provided to Tessaract by or on behalf of the Customer in connection with this Agreement;

Customer’s Equipment means any equipment, network connections, telecommunications links (including access to the internet), systems (hardware and software), and any other ancillary services used by the Customer (and not provided by or on behalf of Tessaract) to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Customer’s Equipment”);

Excluded Event means any event(s) involving:

1. Customer Data which has been erroneously prepared, or erroneously uploaded, to the Software by the Customer or its Authorised Users or a third party instructed by the Customer or its Authorised Users;
2. the Customer’s failure to access and/or use the Software in accordance with the terms of this Agreement, the Documentation or Tessaract’s reasonable written instructions from time to time;
3. any unauthorised change, addition, variation or repair to the Software and/or its operating environment performed by the Customer, outside of Tessaract’s normal procedures, other than those carried out by Tessaract;
4. any unauthorised use of the Software by the Customer in combination with other systems, software or equipment of the Customer (or any third-party);
5. failures in the Customer’s Equipment (including but not limited to any failures caused by any failure to implement any necessary updates, security patches or upgrades issued by third parties); and
6. the Customer or its Authorised Users knowingly or accidentally saving ransom or malware or introducing a technical problem into the Software.

Go-Live Date means the date the Customer commences use of the Software in a live environment for its business purposes;

Good Industry Practice means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected to be exercised by a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances and conditions;

Insolvency Event means in relation to any entity other than a natural person:

1. any admission by such entity of its inability to pay its debts as they fall due, or the suspension of payment of any of its debts (other than where it is disputing such payment in good faith) or the announcement of its intention to do so;
2. the taking of any step by such entity with a view to a composition, moratorium, assignment or similar arrangement with any of its creditors;
3. the taking of any step by such entity to petition for, or to file documents with the court for, its winding-up, administration (whether out-of-court or otherwise) or dissolution or any such resolution being passed;
4. the taking of any step by such entity with a view to appointing a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator (whether out-of-court or otherwise) or similar officer; or
5. there occurs in relation to it or any of its assets in any relevant jurisdiction any event which corresponds with, or is equivalent or analogous to, those mentioned in paragraphs (i) to (iv);

Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;

Liability means all and every type of liability either Party has or may have arising out of or in connection with this Agreement, the Software or the Support Services, including but not limited to, liability: (i) for or in breach of contract, repudiation, renunciation, restitution, misrepresentation, negligence, or any other tort or breach of statutory duty; (ii) under any indemnity or arising from any express right or remedy; (iii) caused by any total or partial failure or delay in supply of the Software or the Support Services; or (iv) arising from deliberate actions or omissions, and in each case, however fundamental the result;

Service means any Software or services provided by Tessaract;

Software means the software made available by Tessaract to the Customer from time to time, as may be updated and modified, in each case in accordance with the terms of this Agreement;

Support Services means the support services in relation to the Software;

Update means any modification, update and/or upgrade to the Software provided by, or on behalf of, Tessaract for the purpose of fixing a bug or error and/or for providing continued or enhanced functionality; and

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to the confidentiality, integrity, or availability, of the Software.

References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
Reference to a party to this Agreement shall include its personal representatives, successors in title and permitted assigns.
Unless expressly stated to the contrary in this Agreement:
1. words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
2. a reference to a recital, clause or Schedule is a reference to a recital or clause of or Schedule to this Agreement and a reference to a sub-clause is a reference to a sub-clause of the clause in which the reference appears;
3. the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

COMMENCEMENT AND TERM

This Agreement shall commence upon the Customer registering to use the Software or their Go Live Date, whichever is earlier, and upon so, the Customer agrees to be bound to the terms of this Agreement unless and until this Agreement is terminated.

USE OF AND ACCESS TO THE SERVICE
1. The Customer is granted a non-exclusive, non-transferable right during the term of this Agreement for its Authorised Users to access and use the Service in accordance with this Agreement, solely for the purposes of the Customer’s internal business operations.
2. The Customer agrees to subscribe to, and Tessaract shall provide (in accordance with Good Industry Practice) its Software and Services.
3. The Customer acknowledges that access and use of the Services and Software is conditional on the Customer maintaining the Minimum Requirements set out in Schedule 1.
4. For the avoidance of doubt, the Customer and its Authorised Users shall have no rights to access or use the object code or source code of the Software.
5. The Customer may from time to time request an increase in Authorised Users and, where agreed by Tessaract in writing, the additional Authorised Users shall be permitted to access and use the Service in accordance with the terms of this Agreement and on payment of any applicable additional fees as specified in.
6. Tessaract may suspend the Customer’s and/or any Authorised User’s access to the Software at any time if Tessaract identifies a technical (e.g., affecting code), operational (e.g., affecting functionality) or security (e.g., affecting data) risk associated with said access or any breaches of the Customer’s obligations as set out in this Agreement. In such circumstances, Tessaract will use its best endeavours to promptly remove or mitigate the risk and reinstate the Customer’s and/or Authorised User’s access to the Software and, where the Customer has been negligent or in breach of Clause 4, reserves the right to charge the Customer additional associated fees required to do the same.
7. Except for the non-exclusive licence granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licences, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Tessaract.
8. The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers.
9. Only the Customer and its Authorised Users are permitted to use the Service. In order to access the Service, the Customers and Authorised Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Tessaract.
10. Authorised Users will be provided with a unique identifier to access and use the Service (“Username”). The Customer shall use all reasonable endeavours to ensure that each Username is only used by the Authorised User to whom it is assigned, and is not shared with, or used by, any other person, including other Authorised Users.
11. The following provisions apply to the extent that Tessaract provides access to the Service using an application programming interface (“API”):
  1. use of the API is subject to the terms of this Agreement;
  2. The Customer is responsible for testing any use of the API to verify that it produces their desired results;
  3. Tessaract shall have no Liability whatsoever and howsoever arising for any processing, deficient processing or loss of data which takes place externally to the Service by reason of the API or for any matters arising in connection with systems or services external to the Service directly or indirectly connected to the Service using the API;
  4. excessive use of the Service using an API (as determined by Tessaract, after making a reasonable attempt to warn the Customer) may result in temporary or permanent suspension of access to the Service via an API; and
  5. Tessaract reserves the right at any time to modify or discontinue, temporarily or permanently, access to and use of the Service via an API, with or without notice.
CUSTOMER AND TESSARACT OBLIGATIONS
1. The Customer shall:
  1. provide Tessaract with all reasonable co-operation, assistance and access to information and premises, in a timely manner, as may be reasonably required by Tessaract to enable it to carry out its obligations under this Agreement;
  2. be responsible for maintaining the Customer’s Equipment in compliance with the minimum requirements as set out in Schedule 1;
  3. be responsible for maintaining the integrity and/or security of the Customer’s Equipment, and the Customer Data uploaded by the Customer;
  4. procure and maintain all other third-party licences and permissions necessary for the Customer to access and use the Software, excluding any licences and permissions which form part of Tessaract’s solution, if any;
  5. use its reasonable endeavours to prevent unauthorised access to the Software and notify Tessaract as soon as reasonably practicable upon becoming aware of any such unauthorised access;
  6. comply with all applicable laws in relation to its activities under this Agreement;
  7. only permit its Authorised Users access the Software, and shall ensure that its total number of Authorised Users shall not exceed the number of User Subscriptions purchased by the Customer (with such exceeded user accounts to be chargeable in accordance with this Agreement);
  8. not sub-license, transfer or loan the Software or otherwise make it available to any third-party other than the Customer’s Affiliates and the Customer’s clients (in the normal course of the Customer’s business as a law firm), or use it for the purpose of providing a software bureau service;
  9. maintain an accurate list of Authorised Users and provide such list to Tessaract as soon as reasonably practicable upon request (provided no more than two (2) such requests are made each calendar year);
  10. ensure that Authorised Users’ access codes are kept secure and confidential;
  11. ensure that each User Subscription is not used by more than one individual;
  12. procure the Authorised Users’ compliance with the terms of this Agreement and the Documentation;
  13. ensure that the Software is only used in a proper manner and for lawful purposes in accordance with this Agreement by competent, trained Authorised Users – with such training to be provided as part of the implementation process and/or as may be requested from time to time; and
  14. not make any copies of, disseminate, or use the Documentation or any part of it in any way except for making it available to Authorised Users to assist with the proper use of the Software under this Agreement.
2. The Customer shall not:
  1. copy, create derivative works based on, disassemble, decompile, or reverse engineer the whole or any part or element of the Software, except as may be allowed by applicable law which is incapable of exclusion by agreement between the Parties;
  2. access the Software or Documentation or any part of them in order to develop a competing product or service;
  3. except where necessary to do so in the Customer’s business as a law firm, knowingly use the Software to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against Tessaract in any jurisdiction or is otherwise unlawful;
  4. knowingly transmit, introduce, or permit the introduction of any Malicious Software or Vulnerability in the course of its use of the Software, and in the event, it discovers any Malicious Software or Vulnerability, the Customer shall notify Tessaract promptly of the same;
  5. be liable for, where applicable, Tessaract’s non-compliance with taxes, wages, benefits, unemployment compensation and workers’ compensation applicable to its performance under this Agreement; and
  6. be liable for, where applicable, Tessaract’s violations or infringements upon any patent, copyright, trade secret or other property or contract right of any other person/entity.
  7. The Customer understands, and agrees, where Tessaract reasonably suspects that there has been a breach of the Customer’s obligations as set out in Clauses 4.1 and 4.2, it may, to the extent reasonable, suspend the Customer’s or any Authorised User’s access to the Software immediately for such period as may be reasonable in the circumstances and to charge the Customer associated Fees to rectify the same.
3. The Customer acknowledges that, from time to time, Downtime may be experienced as a result of equipment malfunctions or catastrophic events beyond Tessaract’s reasonable control.
4. In accordance with Good Industry Practice, Tessaract shall:
  1. perform the Services:
    1. with all reasonable care and skill and to the best of Tessaract’s knowledge, judgment, experience and expertise; and
    2. in compliance with all applicable laws, statutes, rules and regulations (including any laws prohibiting the bribery of public officials or individuals employed by entities in the private sector, and any laws relating to data privacy and protection);
  2. minimise Downtime, and in the event of Downtime, notify the Customer of said Downtime and resolve said Downtime as soon as reasonably practicable;
  3. provide Support Services.
5. Tessaract shall not be liable for any Liability or Service Credits arising out of an Excluded Event.
6. The Customer, in consideration of, and reliance on Tessaract’s written sales and marketing content, and implementation process, accepts responsibility for the selection of the Software to meet its requirements and to achieve its intended results, for results obtained from the use of the Software by the Customer on its behalf and for conclusions drawn from such use.
7. The Customer acknowledges that the Software has been designed to facilitate the provision of professional services by appropriate trained and experienced professionals but that, without limiting Tessaract’s obligations under this Agreement (including those under the Service Level Terms), the Customer shall at all times be solely responsible for its provision of the professional services (i.e. in relation to running a law business) using the Software and shall: (i) maintain controls and procedures in place to ensure the Software is correctly used; and (ii) ensure the Authorised Users have completed all relevant professional training in relation to the use of the Software, as shall be agreed by the Parties from time to time. In no event shall Tessaract be responsible for any loss, damage or injury caused by a failure by the Customer to take reasonable care in the use of the Software or the erroneous input of data into the Software by any Authorised User.
8. Any estimations of service activation or performance dates provided by Tessaract shall be agreed in a Statement of Work and addressed accordingly in the event of delays on the same.
9. Subject to Tessaract’s compliance with the remainder of this Clause 4, Tessaract shall have no Liability for any problems, limitations, delays, or any other loss or damage resulting from any error in or defect to the Customer’s Equipment.
REPRESENTATIONS AND WARRANTIES
1. Each Party represents and warrants to the other that:
  1. it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement;
  2. it has the full legal right and power to execute and deliver this Agreement and to perform fully its respective obligations hereunder and has taken all action necessary to authorise such execution, delivery, and the performance of such obligations;
  3. this Agreement is legal, valid, binding, and enforceable against it in accordance with the terms hereof;
  4. its execution of, and performance of its obligations under, this Agreement will not: (i) contravene its constitutive documents; (ii) result in a breach of or constitute a default under the terms, conditions or provisions of any agreement, commitment or other arrangement to which it is party or by which it is bound; (iii) result in non-compliance with any applicable law; or (iv) give rise to any rights of third parties against it;
  5. no Insolvency Event has occurred in relation to it; and
  6. it is not and has not been engaged in any litigation, arbitration, mediation, dispute resolution or criminal proceedings (except for debt collection in the ordinary course of business) which would prejudice its obligations under this Agreement, and there are no such proceedings pending, threatened or expected, either by or against it or any person for whose acts or defaults it is or may be vicariously liable and there are no facts or circumstances which are likely to give rise to such proceedings involving them or such other person for whose acts or defaults it is or may be vicariously liable.
2. Tessaract does not warrant or represent that:
  1. the Software will be free from faults, interruptions, Vulnerabilities or errors;
  2. the Software will be available 100% of the time; and
  3. the Software will be compatible with any devices or software not specifically identified as compatible in this Agreement.
3. Each Warranty shall be separate and independent, and no Warranty shall be limited by reference to any other Warranty or by any other provision in this Agreement.
CONFIDENTIALITY
1. Each Party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
2. Each receiving Party shall treat Confidential Information with the same degree of care and apply no lesser security measures than it affords to its own confidential information. The receiving Party warrants that these measures provide adequate protection against unauthorised disclosure, copying or use.
3. The receiving Party shall make no commercial use of the Confidential Information or use it otherwise than in accordance with this Clause 6.
4. The receiving Party shall not make copies or reproductions of Confidential Information except to the extent reasonably necessary and in accordance with Good Industry Practice, and all copies made shall be dated and shall be the property of the disclosing Party. The receiving Party shall keep accurate and up to date records of any copies or reproductions and a list of any of the parties set out in Clause 6. All Confidential Information and copies shall be returned to the disclosing Party within thirty (30) days of receipt of a request from the disclosing Party.
5. Tessaract acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties imposed by the Regulator) owed by the Subscriber to its clients.
DATA AND DATA BACKUP
1. Customer Data
  1. All rights, title and interest in and to all of the Customer Data shall remain, as between the Parties, the property of the Customer.
  2. The Customer acknowledges that it shall be responsible for the legality, accuracy and quality of the Customer Data which it collects and uploads to the Software.
  3. The Customer acknowledges that it shall be responsible for ensuring and verifying the accuracy of data as presented in reports and/or relevant document templates.
  4. Tessaract shall be entitled to store, copy, and use the Customer Data solely to the extent necessary to fulfil its obligations and exercise its rights under this Agreement.
  5. The Customer warrants to Tessaract that the Customer Data and its use by Tessaract in accordance with the terms of this Agreement will not breach any laws, infringe any person's Intellectual Property Rights or other rights or give rise to any cause of action against Tessaract in any jurisdiction. Any breach by the Customer of this Clause 10.4 will be deemed to be a breach of this Agreement.
  6. In accordance with Good Industry Practice, all Customer Data shall be backed up by Tessaract and retrievable on a rolling thirty (30) days, on a daily basis. Beyond this period, the Customer understands, and agrees that it shall be responsible for the proper back-up of its own data (including the Customer Data) at all times on its own systems.
2. Usage Data
  1. The Customer understands, and agrees, that for the purposes of providing the Services:
  2. the Software collects information about Authorised Users including their user ID, the number and frequency of logins, details of the accessing device and usage statistics (the “Usage Data”). All rights in and to the Usage Data derived from the operation of the Software shall be deemed the property of Tessaract. Usage Data shall not include any of the Customer’s client data, including any data which could identify a particular client matter an Authorised User has been working on.
  3. Tessaract may (i) access and use such Usage Data (including to identify unauthorised use or calculate any payments due); (ii) disclose such data solely in aggregate or other de-identified form in connection with its business; and (iii) transfer such data to Tessaract third-party service providers in connection with Tessaract providing the Services.
3. The Parties agree to comply with the provisions of the Data Processing Addendum Agreement set out in Schedule 2.
4. In the event that the Customer experiences any loss or corruption of Customer Data arising out of its use of the Services in accordance with this Agreement, Tessaract shall promptly, in accordance with Good Industry Practice, recover the loss or corrupted Customer Data, provided always that the Customer Data to be recovered was not lost or corrupted more than 30 days ago (as Tessaract only backs up Customer Data for 30 days).
SUBSCRIPTION FEES, PAYMENTS, AND REFUNDS
1. In consideration for Tessaract providing the Services to the Customer, the Customer shall pay the fees, on an annual, upfront basis, in accordance with the table set out in their Subscription Agreement.
2. Payment of Tessaract’s invoices shall be made by the Customer no later than thirty (30) days after the date of receipt of a valid and properly due invoice.
3. All Fees and payments to be made by the Customer under this Agreement shall be exclusive of any applicable taxes including, VAT, which shall be payable by the Customer wherever relevant at the rate and in the manner from time to time prescribed by law.
4. If the Customer fails to make any payment when due, Tessaract may charge interest at an annual rate equal to 4% above the Bank of England’s published Bank Rate from time to time which shall accrue daily (both before and after any judgment) and shall be calculated on a daily basis from the date the payment becomes overdue until the date payment is made in full.
5. If payment of any amount due from the Customer is overdue by fourteen (14) Business Days or more, Tessaract may suspend access to and the right to use the Software and/or performance of the Support Services having first provided (14) Business Days’ notice to the Customer (i.e. 28 Business Days in total).
6. All fees are final and non-refundable – no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription.
7. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
TERMINATION
1. Either Party may terminate the Agreement at any time if the other Party:
  1. commits an irremediable material breach of this Agreement;
  2. commits a material breach of this Agreement which is capable of being remedied but has failed to remedy such breach within thirty (30) days after having received written notice from the terminating party requiring the same; or
  3. suffers an Insolvency Event.
2. Tessaract may terminate this Agreement with immediate effect by giving written notice to the Customer if payment of any undisputed amounts due from the Customer is overdue by sixty (60) days or more.
LIMITATION OF LIABILITY
1. Tessaract’s total aggregate Liability in respect of all claims of any kind arising under or in connection with this Agreement shall be limited to an amount equal to 100% of the total subscription fees paid or payable by the Customer.
2. The Parties’ Liability shall not be limited or excluded by any provision of this Agreement or otherwise to the extent prohibited or limited by law and in particular nothing shall exclude or limit its Liability (i) for death or personal injury caused by its negligence to the extent prohibited by law; or (ii) for fraudulent misrepresentation or other fraud.
3. Any claim by the Customer against Tessaract related to this Agreement, the Software or the Support Services shall be fully barred and unenforceable unless written notice of such claim (including reasonable details of the claim and the amount thereof) shall have been served on Tessaract within four (4) months from the date on which the Customer has knowledge of the event giving rise to the claim.
4. The Customer hereby agrees to indemnify and hold harmless Tessaract from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:
  1. The Customer or its Authorised Users’ breach of any obligation stated in this Agreement, and
  2. The Customer or its Authorised Users’ negligent acts or omissions.
5. Any indemnity given by Tessaract to the Customer under this Agreement is subject to the pre-condition that (i) the Customer must mitigate its loss; (ii) Tessaract is given prompt and complete control of the claim giving rise to the indemnity (at Tessaract’ cost); (iii) the Customer does not prejudice Tessaract’ defence of such claim; (iv) the Customer gives Tessaract all reasonable assistance with such claim (at Tessaract’ cost); and (v) the claim does not arise as a result of any breach of the Customer’s contractual obligations to Tessaract or other acts or omissions of the Customer.
GENERAL
1. This Agreement, and any documents referred to in it, constitutes the entire agreement and the understanding of the Parties and supersedes any previous agreements or understandings between the Parties, whether written or oral, with respect to the arrangements contemplated by this Agreement.
2. If any term of this Agreement or the application of any such term is held by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable, the same shall be deemed to be deleted from this Agreement and be of no force and effect, whereas the other terms hereof shall remain in full force and effect as if such term had not originally been contained in this Agreement. In the event of such deletion, and if the commercial basis of this Agreement is, whether by reason of any illegality or change in circumstances, substantially altered, the Parties shall review and agree on revisions mutually acceptable to them which shall most closely reflect their original intent and purposes in place of the terms so deleted.
3. No Party shall assign, transfer, charge or otherwise deal with any or all of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other Party (which shall not be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this clause shall be void and of no effect.
4. All notices, demands and other communications under this Agreement shall be in writing in English and may be provided either by electronic mail service or delivered physical mail.
5. Any failure to exercise or delay by a Party in exercising a right or remedy arising in connection with this Agreement or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.
6. The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Therefore, any Party shall be entitled to seek equitable relief, including an injunction or specific performance, to enforce such obligations against such other Party.
7. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The Parties agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

SCHEDULE 1

MINIMUM SYSTEM REQUIREMENTS

The Customer understands and agrees there are industry-standard minimum hardware and software requirements the Customer must have to access the tessaract.io Software. Said hardware and software requirements (as to be maintained and updated in accordance with technological advancements) are set out as follows:

Hardware

Processor (CPU) with 2 gigahertz (GHz) frequency or above
A minimum of 8 GB of RAM
Monitor Resolution 1024 x 768 or higher

Operating System

Windows 10 (Recommended)
Mac OSX 10.8, 10.9, 10.10 or 10.11
Tessaract is not responsible for issues arising due to device/OS incompatibility.

Internet Connection

Broadband (high-speed) Internet connection with a recommended speed of at least 20 Mbps. The Customer acknowledges that that there is a direct corelation between Internet speeds, number of active connections (4 connections for 20 Mbps), bandwidth usage, and time required to upload and download files (i.e., slower speeds and more users using up bandwidth will result in longer loading/wating times within the system).

Compatible Email Protocol

Tessaract.io is able to link up with your email provided that it is following the Internet Message Access Protocol (IMAP). This is the standard email protocol that stores email messages on a mail server. Tessaract.io will not be able to link up with other alternatives or intermediaries such as Messaging Application Programming Interfaces (MAPI).

Compatible Web Browsers

As tessaract.io is a cloud-native solution, there is no need to download or install any software on your computer to use tessaract.io. All you need to do is to navigate to tessaract.io in your preferred web browser and log in to your account. Tessaract.io is compatible with the following web-browsers (such versions of the same as shall be updated from time to time):

Google Chrome; Microsoft Edge; Mozilla Firefox; Opera; Safari

Mobile Apps and Web Browsers on Mobile Devices

Understanding that our users work on both Apple IOS and Android devices, we have created mobile versions of our tessaract.io platform. These mobile apps can be found on the Apple App Store as well as the Google Store for IOS and Android devices respectively.

Tessaract.io is also designed to be mobile responsive – this means that pages will resize and adjust to your screen when you work on a mobile device. When you use tessaract.io on a mobile web browser, we will resize and adjust the site to fit the display of the mobile device you are on (for example, the navigation bar shifts to the upper-right corner of the scree and becomes a tap-to-view menu).

SCHEDULE 2

DATA PROCESSING ADDENDUM AGREEMENT

This Data Processing Addendum Agreement is entered into

BETWEEN:

The Customer and/or its Authorised Users (the “Customer”); and
TESSARACT TECHNOLOGIES UK LIMITED (Company Registration No. 14067108) a company incorporated in England and Wales whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the “Company”).

Individually a “Party” and collectively the “Parties”.

WHEREAS:

The Company provides practice management services (the Services) to the Customer pursuant to a SaaS Services Agreement accordingly dated (the Agreement).
To the extent that the Company processes Customer Personal Data in providing the Services, the Company acts as processor for the Customer Personal Data.
The Parties have therefore entered into this Data Processing Addendum Agreement (DPA) which they agree shall be incorporated into and form part of the Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

DATA PROCESSING

Definitions

For the purposes of this Clause 2.1, the following words have the following meanings:

Commissioner, controller, data subject, personal data, personal data breach, process, processor, supervisory authority and third country shall have the meanings set out in the UK GDPR;

Company’s Personnel means the employees, staff, other workers and agents of the Company and any of the Company’s subcontractors or agents who are engaged in the provision of the Services from time to time;

Customer Personal Data means all personal data processed by the Company as the Customer’s processor under this DPA;

Data Protection Law means, to the extent applicable to the performance of any Party’s obligations under this Agreement: (i) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (ii) the GDPR and the UK GDPR or any equivalent laws in force in the UK from time to time; (iii) European Commission decisions and guidance; (iv) all national implementing legislation, including the Data Protection Act 2018; and (v) all other applicable laws or equivalent laws relating to data protection and privacy in any jurisdiction in which each Party’s obligations are performed, the relevant Data Subject is located, or any Customer Personal Data is being Processed, stored or used, all as amended, supplemented, replaced, extended, re-enacted or consolidated from time to time;

GDPR means the European Union General Data Protection Regulation (Regulation (EU) 2016/679);

Model Clauses means the clauses established pursuant to relevant Data Protection Law for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection;

Sub-processor means any third party that provides any services to the Company and that processes Customer Personal Data as part of those services, providing always that such third party has been authorised in writing by the Customer to be a subcontractor and to be a sub-processor in accordance with the terms of this DPA; and

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

Incorporation into the Agreement

The Parties agree that this DPA shall be incorporated into and form part of the Agreement.

Status of Parties

In the event the Company processes Customer Personal Data in the course of performing its obligations under this DPA, the Parties agree that for the purposes of the GDPR, the Customer shall be the controller and the Company shall be the processor.

Instructions from the Customer

The Customer instructs the Company (and authorises the Company to instruct its Sub-processors) to process the Customer Personal Data as reasonably necessary for the provision of the Services and in accordance with the terms of this DPA.
The Customer warrants that:
1. it has and shall continue to have all authority, grounds, rights and consents necessary to enable the Company to process the Customer Personal Data in accordance with Data Protection Law for the purposes of this DPA; and
2. it shall comply with Data Protection Law; and
3. the information set out in clauses 2.6.3 and 2.6.4, below, is accurate.

Customer Personal Data

The processing of the Customer Personal Data by the Company shall be as follows (which may be updated by the Parties in writing from time to time):
1. the subject-matter, nature and purpose of the processing is the performance of the Services;
2. the duration of the processing is the term of the Agreement and for such further time as the Parties may agree in writing;
3. the type(s) of Customer Personal Data are name, contact details, human resources details (which may include sensitive personal data), information relating to the Customer’s client’s and their legal affairs (which may include sensitive personal data), and credit card information; and
4. the categories of data subjects are the Customer’s employees and other staff, the Customer’s clients and other individuals whose data the Customer legitimately obtains and whose data is processed by the Company in carrying out the Services (e.g. suppliers to the Customer and people who are not clients but are connected to client matters.

Obligations of the Company

The Company undertakes that it shall comply with, and shall procure that any Sub-processor complies with, all applicable requirements of the Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace the Company’s obligations or rights under the Data Protection Laws.
The Company shall, and shall procure that any Sub-processor shall, to the extent it/they is/are acting as processor in respect of the Customer Personal Data:
1. process the Customer Personal Data only on documented instructions from the Customer (including those set out in this DPA), unless required to do so by any applicable laws (including Data Protection Law) to which the Company is subject in which case, the Company shall inform the Customer of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest);
2. not transfer the Customer Personal Data outside the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

the Customer or the Company has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
the Company complies with its obligations under Data Protection Law by providing an adequate level of protection to any Customer Personal Data that is transferred; and
the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data;

ensure that the Company’s Personnel authorised to process the Customer Personal Data are subject to appropriate confidentiality obligations;
taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, in relation to the Customer Personal Data, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk including considering those measures referred to in Article 32 of the GDPR (‘Security of processing’);
taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising data subjects’ rights laid down in Chapter III (‘Rights of the data subject’) of the GDPR;
taking into account the nature of the processing and information available to the Company, provide assistance to the Customer in order to assist the Customer in ensuring the Customer’s compliance with the obligations set out in GDPR Article 32 (‘Security of processing’), Article 33 (‘Notification of a personal data breach’), Article 34 (‘Communication of a personal data breach to the data subject’), Article 35 (‘Data protection impact assessment’), and Article 36 (‘Prior consultation’), in each case solely in relation to processing of the Customer Personal Data;
at the option of the Customer, delete or (if requested within 30 days of termination of the Agreement) make available to the Customer all Customer Personal Data after the end of the provision of services relating to processing, and delete existing copies at the Customer’s request, unless required by applicable law to store any particular Customer Personal Data;
maintain complete and accurate records and information to demonstrate its compliance with this DPA and make available to the Customer all information necessary to demonstrate such compliance and permit audits and inspections conducted by the Customer or an auditor appointed by the Customer subject to the conditions set out in clause 2.9;
immediately inform the Customer if, in its opinion, an instruction of the Customer pursuant to clause 2.8.7 infringes the GDPR or any other UK law relating to data protection or any EU or EU Member State data protection provisions.

Audit Conditions

The Customer shall give the Company reasonable notice of any audit or inspection to be conducted under Clause 2.8.8 and shall use (and ensure that each of its appointed auditors uses) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Company’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. The Company need not give access to its premises for the purposes of such an audit or inspection:
1. to any individual unless he or she produces reasonable evidence of identity and authority;
2. outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and the Customer has given notice to the Company that this is the case before attendance outside those hours begins; or
3. for the purposes of more than one audit or inspection in any calendar year, except for any additional audits or inspections which:
  1. the Customer reasonably considers necessary because of genuine concerns as to the Company’s material non-compliance with this DPA; or
  2. the Customer is required or requested to carry out the audit by the Commissioner or a supervisory authority, and where the Customer has clearly and fully identified its concerns or the relevant requirement or request, as applicable, in its notice to the Company of the audit or inspection.

Sub-Processors

The Company may only authorise a Sub-processor to process Customer Personal Data if:
1. the Customer provides written consent prior to the appointment of each Sub-processor;
2. the Company enters into a written contract with the Sub-processor that contains terms substantially the same as those set out in this DPA, particularly in relation to requiring appropriate technical and organisational data security measures, and upon the Customer’s written request provides the Customer with copies of such contract(s);
3. the Company maintains control over all Customer Personal Data it entrusts to the Sub-processor; and
4. the Sub-processor’s contract terminates automatically on termination of the Agreement, for any reason.
Where a Sub-processor fails to fulfil its obligations under the written agreement referred to in clause 2.11.2, the Company shall remain fully liable to the Customer for the Sub-processor’s performance of its agreed obligations.

Co-operation with the Commissioner and supervisory authorities

Each Party shall (at its own cost) provide assistance requested by the other Party in relation to the fulfilment of a Party’s obligation to cooperate with the Commissioner or a relevant supervisory authority under Article 31 GDPR. Notwithstanding any other provision of this DPA, the Parties shall be entitled to respond to and provide all relevant information in respect of requests or orders issued by the Commissioner or such relevant supervisory authority.

Personal data breach

The Company shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data.

Liability

If the Customer instructs the Company to transfer Customer Personal Data to a third party (other than a Sub-processor), the Customer shall ensure that such third party processes the Customer Personal Data in accordance with Data Protection Law.

Agreed by the Parties on the date set out at the beginning of this Agreement.

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