Agreed terms:

1. Interpretation
   1. The definitions and rules of interpretation in this clause apply in this Agreement.
2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
3. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
4. Commencement Date: the commencement of the Term as set out in the Summary of Key Terms
5. Data Protection Legislation: means the Data Protection Act 2018 and the UK General Data Protection Regulation as amended from time to time and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the ICO
6. Fee: the licence fee payable by the Customer to the Supplier as summarised in the Summary of Key Terms including any additional fee charged during the Term for additional licences of any type
7. Framework: a structured model, taxonomy, or standard used to measure or report social value (e.g., themes, outcomes, indicators)
8. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
9. Licence(s): the authorised account(s) generated and issued by the Supplier to enable the Customer to access and use the Software, the type of licence being stipulated in the Summary of Key Terms.
10. Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
11. Permitted Use: the use of the Software as a tool to aid evaluation of the social value generated through the Customer’s project using the Customer’s data in accordance with these terms.
12. Permitted Third Party: a third party providing professional services to the Customer who requires access to the Software in order to provide those professional services
13. Proxy: any proxy, intermediary software, API or other interface and Proxies shall be construed accordingly
14. Report: an output report generated by the Customer, or their lawful users, using the Software
15. Site: the premises from which the Customer carries out its business as stated above as notified to the Supplier in writing from time to time.
16. Summary of Key Terms: The agreed key terms as to the number and type of Licences, the Fee and Terms as recorded at the beginning of this Agreement.
17. Software:  the computer program(s) described at Schedule 1 which together are known as ‘The Social Value Engine’.
18. Term: the licence term agreed and recorded in the Summary of Key Terms.
    1. Unless the context otherwise requires:
       1. words in the singular shall include the plural and in the plural shall include the singular;
       1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
       1. a reference to one gender shall include a reference to the other genders; and
       1. any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    1. In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules or appendices, the provision in the body of this Agreement shall take precedence.
    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
    1. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
    1. The Schedules and Annexes form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Annexes.
    1. A reference to writing or written excludes fax but includes email.
19. Delivery and acceptance
    1. By signing this agreement and or by using or accepting the Software, the Customer agrees that these terms become legally binding.
    1. The Supplier shall deliver the Software to the Customer by making it available via an online portal and issuing the agreed Licences within five (5) days of signature of this Agreement.
    1. The Customer shall be deemed to have accepted the Software and the Licences upon the earliest of the following events:
       1. The Customer confirms acceptance in writing to the Supplier.
       1. Twenty (20) days have passed since the Customer first uses a Licence.
       1. Ten (10) days have passed since the Customer has received the last Licence due to be issued under this Agreement.
20. Licences
    1. In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer the non-exclusive Licences for the use of the Software for the Term commencing on and including the Commencement Date.
    1. The Supplier shall issue to the Customer the Licences in the number and type as agreed and recorded in the Summary of Key Terms, to enable access to, and use of, the Software.
    1. The Customer may, if the Supplier agrees, purchase additional Licences during the Term. Such additional licences shall be bound by these terms and conditions and included in any references to “Licences” herein. The cost of additional Licences shall be recorded in writing.  
    1. In relation to scope of use:
       1. for the purposes of clause 3.1, the Customer’s use of the Software shall be restricted to the Permitted Use.
       1. For the purposes of clause 3.1, “use of the Software” means accessing the Software using one of the Licences provided by the Supplier.
       1. the Customer may not use the Software other than as specified in clause 3.1 and clause 3.4(a) without the prior written consent of the Supplier.
       1. except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part..
    1. The Customer shall not:
       1. sub-licence, assign or novate the benefit or burden of this licence in whole or in part;
       1. allow the Software to become the subject of any charge, lien or encumbrance; and
       1. deal in any other manner with any or all of its rights and obligations under this Agreement,

without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

The Supplier may at any time sub-licence, assign, novate, exploit, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.

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

• The Customer shall:
  • notify the Supplier as soon as it becomes aware of any unauthorized use of the Software by any person, or unauthorized use of or access to one of the Licences issued to the Customer under this Agreement;
  • pay, for broadening the scope, number or type of the Licences granted under this Agreement to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licenced any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 7.3, from such date to the date of payment.
  • pay any additional fees applicable under this Agreement for additional services provided, or where additional services are provided beyond the scope of this Agreement, pay such fees as quoted by the Supplier following a request by the Customer for those additional services at the Supplier’s usual rates.

• The Licence is subject to any additional rules, regulations, stipulations, instructions or directions published by the Supplier from time to time and notified to the Customer concerning the Software or its use in writing.

• Where the type of Licence issued limits the number of Reports that may be generated using the Software (Pay-As-You-Go: single Report; Starter: up to 20 Reports, Pro: Up to 50 reports), the Customer agrees:

• (a)     not to use the Software to generate more Reports than the permitted number;
• (b) in the event that the Customer does generate more than the maximum number of Reports, to pay to the Supplier on demand as follows: Pay As You Go: 1 extra report £350, Starter: bundle of 20 extra reports £2000, Pro: bundle of 50 extra reports £5000, all the above being exclusive of VAT.  
• Single-User Licences
  • Single user Licences are issued with the Pay-as-you-go and Starter versions. Single-user  Licences issued by the Supplier shall be in the name of, and for the exclusive use of, the individuals named in the Summary of Key Terms, (or, in the case of additional individual licences purchased during the Term, the name as nominated by the Customer in writing).
  • The Supplier shall only allocate a single-user Licence to an individual who is employed by the Customer.
  • During the Term, the Customer may, upon written request to the Supplier with at least 7 days’ notice, have a Licence re-assigned to another named individual.
  • During the Term, the Customer may re-assign Licences up to a total of three (3) times without any further fee being payable. The Supplier reserves the right to charge additional fees for any additional re-assignments thereafter.
  • The Customer shall notify the Supplier if a person assigned with a single-use Licence is no longer employed by the Customer so the credentials for the Licence can be revoked or reset until re-assigned.
  • The Customer agrees that access to Licences shall not be shared with any individual other than the person currently nominated to use it and shall instruct those so nominated not to share access.
• Multiple-User Licences
  • Multiple-user Licences are issued with that Pro and Enterprise versions. Multiple-user Licences issued by the Supplier are available to be assigned at the Customer’s instruction to (and only to) any of the Customer’s employees or a Permitted Third Party, subject to this clause 5.
  • The Supplier may, upon written request to the Supplier with at least 7 days’ notice, have a Licence re-assigned to another employee or Permitted Third Party.  
  • Where the Customer intends to assign a Licence to a Permitted Third Party, , the Customer agrees that it shall:
• (a)    notify the Supplier in writing of the name and details of the Permitted Third Party.
  • provide the Permitted Third Party with a copy of the terms of this Agreement and procure their agreement in writing to adhere to them during the time that they have access to a Licence before the Licence is assigned to that Permitted Third Party
  • accept all liability for any breach of this Agreement caused by the Permitted Third Party, and shall indemnify and keep indemnified the Supplier for any loss or damage it suffers as a result.
  • notify the Supplier immediately if it becomes aware of any breach of this Agreement by the Permitted Third Party
  • ensure that such assignment begins during the Term and ends 7 days before the end of the Term.
  • The Supplier reserves the right to remove a Licence from a nominated Permitted Third Party if, in its reasonably held belief, the Permitted Third Party poses any risk to the legitimate business interests of the Supplier by holding a Licence or having access to the Software.
• Maintenance releases

The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers from time to time. The Supplier warrants that it shall use reasonable endeavours to ensure that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. Maintenance Releases may be installed, and the Software updated generally, by the Supplier from time to time remotely and without notice.

• Fees
  • The Customer shall pay to the Supplier the Fee on signature of this Agreement without deduction or set-off. To avoid doubt, the Customer’s right to use the Software is subject to payment of the Fee in full.
  • All Fees listed in this Agreement to be paid by the Customer are exclusive of VAT. The Supplier shall provide the Customer with a valid VAT invoice. If the Customer is required to make any deduction for or on account of tax from any payment due under this Agreement (Tax Deduction):
    • The Customer shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to the Supplier that it has so accounted.
    • The amount of the payment due under this Agreement shall be increased so that the Supplier receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction.

The Customer and the Supplier shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, the Supplier determines that it (or any member of the Supplier’s group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, the Supplier shall pay such amount to the Customer as the Supplier determines would leave the Supplier in the same position as if the Customer had not been required to make any Tax Deduction.

• If the Customer fails to make any payment due to the Supplier under this Agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 13, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  • The Supplier may suspend the Customer’s access to the Software, in whole or in part and only to the minimum extent necessary, if (a) any undisputed Fees remain overdue by more than [7] days after written notice, (b) the Customer’s use of the Software poses a material security risk, is unlawful, or could reasonably result in harm to the Software, the Supplier, or other customers, or (c) the Customer is otherwise in material breach of this Agreement; the Supplier shall use reasonable efforts to give prior notice of any suspension (unless immediate suspension is required for security, legal or regulatory reasons), shall promptly reinstate access once the relevant issue is remedied, and suspension shall not affect the Supplier’s right to terminate this Agreement.
  • The Customer shall indemnify and keep indemnified the Supplier (on a full indemnity basis) against all costs (including professional fees incurred in connection with the enforcement of this Agreement), expenses, losses, damage, claims and liability incurred by the Supplier in connection with the Customer’s use of the Software, breach of this Agreement or reliance on a Report, including claims by a third party.
• Remote support
• 8.1          Where the Supplier has agreed to provide remote support by email or otherwise, it does so subject to the terms and limitations of this clause 8.
• 8.2          Remote support is subject to the availability of the Supplier’s staff and advisers, who generally work normal office hours only.
• 8.3          Although the Supplier will always respond to any concerns or queries in good faith, there is no guarantee that remote support will resolve any particular problem or issue.
• 8.4          Remote support does not include: (a) on-site services; (b) custom development, data modelling or report writing; (c) training beyond one session per week, subject to availability; (d) issues caused by Customer systems, networks, or third-party services; (e) unsupported browsers/versions; (f) beta/preview features; or (g) misuse contrary to these terms and conditions. Such services may be provided but are chargeable at the Supplier’s standard rates from time to time.
• 8.5          To keep support responsive for all customers, the Supplier may reasonably limit repetitive requests and propose training.
• 8.6          The Supplier may update this support section from time to time to reflect process or tooling improvements.
•  
• On-site and other support services – Enterprise Customers only
• 9.1          The Supplier will deliver an onboarding programme over six (6) weeks elapsed, comprising three (3) structured meetings (on-site unless agreed otherwise).
• 9.2          Deliverables are deemed accepted unless the Customer reasonably rejects them within five (5) business days of delivery, specifying material non-conformities for remediation.
• 9.3          On-site delivery is included; reasonable travel/subsistence is chargeable at cost where agreed in advance. Travel time is capped at [2] hours per visit free of charge; excess is counted against Consultancy Days.
• 9.4          The Service enables the Customer to add and manage its own Proxies and Frameworks (together, “Customer Library”) within its tenant.
• 9.5          The Customer is responsible for the legality, accuracy, and suitability of the Customer Library and warrants that its use will not infringe third-party rights or breach law/regulatory obligations (including procurement and planning rules).
• 9.6          The Supplier may review Customer Library items for security, performance, technical compatibility, or obvious legal risk and may suspend or reject items on reasonable written notice.
• 9.7          Inclusion of Customer Library items does not constitute the Supplier’s endorsement of their methodology or values. Resulting outputs are decision-support only, not professional advice nor assurance.
• 9.8          The Customer is entitled to up to ten (10) proxy search requests per year during the Term. Unused allowance does not carry over. Additional requests are chargeable at the then-current rate.
• 9.9          The Supplier may decline a request that is (i) out of scope (e.g., requires primary research, bespoke econometrics, or confidential/paid datasets not licensed to the Supplier), (ii) lacks sufficient public data, or (iii) is substantially duplicative. The Supplier will explain any decline and suggest alternatives.
• 9.10        The Supplier does not warrant that any authority will accept a Proxy value; responsibility for selection and reliance remains with the Customer.
• 9.11        The Customer is entitled to five (5) Consultancy Days per year during the Term. A “Consultancy Day” means up to 7.5 hours of Supplier time, remote or on-site.
• 9.12        Sessions cancelled by the Customer with less than five (5) business days’ notice are deducted from the entitlement. Unused days do not roll over. Additional days are available at the then-current daily rate (pre-approved in writing).
• 9.13        The Supplier may propose reasonable process changes if demand (e.g., repeated requests) materially impairs service for other customers; changes will be discussed in good faith before implementation.
• Confidentiality and publicity
  • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
  • Each party may disclose the other party’s confidential information:
    • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 8; and
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
  • No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  • Nothing in this clause 10 shall prevent a public authority from disclosing legitimate information that it is required to disclose under the Freedom of Information Act 2000.
• Supplier’s warranties
  • The Supplier warrants that the Software and the Licences will be suitable to enable the Permitted Use for a period of 90 days from the date of this Agreement (Warranty Period). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to any written specification provided by the Supplier, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier’s option, do one of the following:
    • repair the Software;
    • replace the Software; or
    • terminate this Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.

1. The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.
   1. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
   1. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
2. Limits of liability
   1. Except as expressly stated in clause 12.3:
      1. the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
         1. special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
         1. loss of profits;
         1. loss of anticipated savings;
         1. loss of business opportunity;
         1. loss of goodwill;
         1. loss or corruption of data;
         1. wasted expenditure
         1. other losses of an indirect, remote or consequential nature,

provided that this clause 12.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 12.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 12.1(a);

• notwithstanding the level and terms of the Supplier’s insurance, the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the fees paid by the Customer to the Supplier under this Agreement in a period of 12 months ending on the date of the accrual of the cause of action; and
  • the Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
  • The Customer acknowledges and accepts that the purpose of the Software is to produce an illustrative or indicative assessment of data presented by or for the Consumer. That assessment is not, in any circumstances, intended to be conclusive or a guarantee or any future results, performance or outcomes related to that data. The Supplier does not accept liability for any loss suffered as a result of the Customer’s reliance on any such assessment. In particular, and without prejudice to the generality of the foregoing, the Customer further acknowledges and accepts:
• (a)           The Software is only designed to be used in accordance with the Permitted Use and for no other purpose;
• (b)           Establishing and evaluating social value is a complex and inexact process of which the Software forms a part, but not on a determinative or exclusive basis;
• (c)           The Customer is responsible for their own assessment and evaluation of social value taking into consideration all relevant factors;
• (d)           Use of the Software or services provided by the Supplier may not result in any particular outcome or result, and the Supplier gives no warranty or guarantee in this regard;
• (e)           The Customer is solely responsible for, and the Supplier accepts no liability in respect of, use, loss or processing of the Customer’s Data; interpretation, assessment and evaluation of Reports and data and results produced by the Software; and decisions taken based on Reports. Use of the Software and reliance on Reports is solely at the Customer’s own risk
  • The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
    • death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
    • fraud or fraudulent misrepresentation;
    • breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
    • any other liability which may not be excluded by law.
  • All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
  • All references to “the Supplier” in this clause 10 shall, for the purposes of this clause and clause 19 only, be treated as including all employees, subcontractors and suppliers of the Supplier, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.
• Intellectual property rights
  • The Customer acknowledges that all Intellectual Property Rights in the Software, together with any associated documentation, instructions, Specifications and know-how, and any Maintenance Releases belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.
  • The Customer shall not adopt, sub-licence, modify, develop, deal with, sell, transfer or otherwise exploit the Software, or the Intellectual Property Rights in the Software. The Customer shall immediately notify the Supplier if it becomes aware of any infringement or potential infringement of the Intellectual Property Rights in the Software.
  • The Customer agrees to keep confidential all Intellectual Property Rights in the Software and fully cooperate with the Supplier, and do such things as the Supplier shall reasonably request, at the Supplier’s cost and expense, to enable the Supplier to exploit or protect the Intellectual Property Rights in the Software.
  • The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this Agreement infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 11.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this Agreement, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
  • If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier’s obligations under clause 11.2 are conditional on the Customer:
    • as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
    • not making any admission of liability, Agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
    • giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and
    • subject to the Supplier providing security to the Customer to the Customer’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
  • If any Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
    • procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this Agreement;
    • modify the Software so that it ceases to be infringing;
    • replace the Software with non-infringing software; or
    • terminate this Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that if the Supplier modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in clause 9.1 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this agreement been references to the date on which such modification or replacement was made.

1. This clause 13 constitutes the Customer’s exclusive remedy and the Supplier’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 13.1.
   1. The Software allows the Customer, in common with other customers and users, to install Proxies that can be seen and used by other users. The Customer does so at their own risk, and warrants that any Proxy used in conjunction with the software does not infringe the Intellectual Property Rights of any third party. The Supplier is not responsible for Proxies used by the Customer or any other third party and the Customer shall indemnify and keep indemnified the Supplier (on a full indemnity basis) against any loss, cost, expense, damage, claim, complaint or liability howsoever arising from the Customer’s use or installation of a Proxy.
   1. As between the parties, the Customer shall own all Intellectual Property Rights in any Reports generated through lawful use of the Software in accordance with this Agreement. The Customer may download, copy, distribute and otherwise use Reports for its internal business purposes and for external purposes directly related to the relevant project or contract (including disclosure to regulators, auditors, funders, planning authorities, courts, or counterparties).
   1. The Supplier retains all Intellectual Property Rights in the Software, algorithms, methodologies, models, templates, and any data or proxies supplied by the Supplier which are used to generate Reports. No rights are granted to the Customer except as expressly stated in this Agreement.
   1. The Customer shall not use Reports (a) to reverse engineer or create competing products or services, or (b) in a manner that misrepresents the Supplier’s methodologies. Reports remain subject to the usage limits, seat restrictions and subscription tier.
   1. The Supplier may use aggregated and de-identified information derived from Reports and usage of the Software to operate, analyse and improve the Service, provided that such information does not identify the Customer or any individual.
2. Data protection
   1. The Customer shall (and shall procure that any of its staff involved in the provision of the Agreement) comply with any notification requirements under the Data Protection Legislation and both parties will duly observe all their obligations under the Data Protection Legislation, which arise in connection with the Agreement.
   1. The information you provide to the Supplier will be used for the following purposes:
      1. to update you with developments on the Software and any additional support and guidance we can offer;
      1. to contact you in advance of your membership renewal
      1. to provide you with marketing details of forthcoming events e.g. webinars, workshops, conferences etc.
      1. to provide you with other social-value related information
      1. to hold in our database and use for statistical analysis.
   1. The information you provide the Supplier is processed as follows:
      1. the Social Value Engine utilises a secure client relationship management system (CRM), to help manage membership information, including renewals and/or enquiries.
      1. information held on our CRM is accessible only by our employees, consultants, agents and subcontractors (insofar as they are required to access the CRM in proper performance of their duties and obligations) and also our partner organisations the Rural Community Network (Northern Ireland).
   1. We will not hold any information about you unless it is relevant to the purposes for which it is being processed. We will process personal data only to the extent, and in such manner, as is necessary for the provision of the Software or as is required by law or any regulatory body;
   1. We will implement appropriate technical and organisational measures to protect your personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
   1. we will not disclose your information to any third party without your consent unless we are legally required to do so, or it is necessary in order to provide you with the services to which you are entitled, or which you have requested; and
3. 1. we will not transfer or disclose your information, without your consent, to any country outside of the European Economic Area that is not considered to provide an adequate level of protection.
   1. You acknowledge that the Software is not designed to enable you to process personal data and, if you upload personal data to the Software, you do so at your own risk and only when there is a lawful basis for doing so. You acknowledge that we will not be the controller or processor of such personal data and will hold us harmless and indemnify us in respect of any loss, corruption, damage, unlawful processing or disclose of such personal data.
   1. For information on how we use your information, and your rights please visit the website: https://socialvalueengine.com/.
4. Termination
   1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment;
      1. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
      1. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      1. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      1. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      1. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      1. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
      1. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      1. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      1. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      1. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(c) to clause 13.1(j) (inclusive);
      1. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
      1. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
   1. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
   1. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
   1. On termination for any reason:
      1. all rights granted to the Customer under this Agreement shall cease;
      1. the Customer shall cease all activities authorised by this Agreement;
      1. the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Agreement.
   1. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement [including clause 1, clause 8, clause 9 (except clause 9.1), clause 10, and clause 13 shall remain in full force and effect.
5.  
6. Waiver
   1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
   1. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
7. Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

1. Entire agreement
   1. This Agreement, the schedules and the documents annexed as appendices to this Agreement or otherwise referred to herein contain the whole Agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
   1. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (Representation) other than as expressly set out in this Agreement.
   1. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
   1. Nothing in this clause shall limit or exclude any liability for fraud.
2. Variation

The Supplier may vary these terms from time to time where it has a good business reason to do so (but not the Fee) and such variations will become binding on the Customer when notified.

• Severance
  • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
  • If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• Third-party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

• No partnership or agency
  • Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
• Force majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

• Notices
  • Any notice given to a party under or in connection with this contract shall be in writing and shall be:
    • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    • sent by email to the following addresses (or an address substituted in writing by the party to be served):
      • Supplier: equiries@socialvalueengine.com
      • Customer: To the email address set out in the summary of terms
  • Any notice shall be deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
    • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
• Governing law and jurisdiction
  • 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 the law of England and Wales.
  • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

• Software

The Social Value Engine is designed to facilitate the forecasting and evaluation of the impact of the social value aspects of a project using the Social Return on Investment (SROI) methodology.

This can be achieved by competent professionals who are not necessarily deeply versed the theory and practice of producing a SROI. 

The key functionality of the software is summarised below:

Ease of use: The software is intuitive, and its effective use can be understood in a couple of hours.  We provide twice-weekly training sessions to get people started and are happy to review their first couple of projects to increase their understanding and confidence.

Embedded support: The software has Artificial Intelligence (AI) embedded that provides real time support through a chatbot.  In addition, it has an AI ‘wizard’ function to facilitate a clearly articulated project being modelled in the SVE in a matter of minutes. 

Open data: Over 600 approximations of value (proxies) are maintained within the SVE with hyperlinks to the original research providing transparency and auditability.  AI provides a means of navigation, suggesting potentially suitable proxies for user defined outcomes.

Standards: To avoid overclaiming the system provides five internationally recognised ways of deflating the proxies chosen to reflect the true impact of a project. 

Reporting: All the proxies are linked to the appropriate headings within two well recognised frameworks: the UN Sustainable Development Goals and the Bristol Accord.  Projects can be labelled and combined thematically to produce consolidated reports.

Flexibility:  Pro and Enterprise customers can create their own frameworks and add their own proxies.  They can also allocate and deallocate users.     

Supply Chain Management: With Connect*, you can provide Third Parties with the ability to report on projects you assign to them, enhancing collaboration and reducing data transfer errors.  This facility also provides visibility of progress over time in delivering their social value commitments.

Holistic view: For larger organisations, with Impact Viewer*, we provide a customisable dashboard to view all your projects, providing a map of their locations, and the ability to “slice-and-dice” the data to focus on particular outcomes, framework priorities, stakeholder groups and so forth.  

Note * these items are additional costs dependent on your exact requirements and will be quoted for separately.