Terms And Conditions For Accessing Graylark Platform

Policy version: 01/12/2025  

Introduction

Welcome to Graylark – a specialised cloud-based platform for managing collective labour relations and workforce changes, operated by Graylark Technologies Limited (Company).  

In these terms, we also refer to Company as “our”, “we”, or “us”. 

In these terms, “you” or “User” refers to the organisation accessing the Platform and its authorised representatives. 

What are these terms about? 

These terms apply when you use this platform, being https://lrm.graylarklrm.app/login and any other platform/websites we operate with the same domain name and different extensions (collectively, the “Platform”). The Platform is designed specifically for managing collective labour relations and workforce changes in the UK and European context. 

These terms also apply when you access the services provided through this Platform (“Services”) which includes various modules and associated features designed for managing collective labour relations and workforce changes. 

Where the provision of Services includes any support services, the Company will provide the necessary support in accordance with Schedule 1. 

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here https://www.graylarktechnologies.com/privacy 

I’ve returned to your Platform, do I need to read these terms again? 

Once you (User) subscribe to our Services, the terms accepted at the point of sale (subscribing to the Services) will apply to your access of the Services provided through the Platform. However, please note that we may change any part of these terms at any time by updating this page of the Platform and providing you with notice of such changes via email at least 30 days before they take effect. Your continued use of the Platform after such changes constitutes acceptance of the modified terms. You can check the date at the top of this page to see when we last updated these terms. 

1 ACCESS AND USE OF THE PLATFORM 

You must only use the Platform in accordance with these Terms and any applicable laws, and in case of the User being an organisation, you must ensure that your employees, sub-contractors and any other agents who use or access the Platform comply with the Terms and any applicable laws. 

2 ACCOUNTS 

2.1 ACCOUNTS 

(a) Access to the Platform is provided through accounts created by the Company during the onboarding process. Following initial setup, designated client administrators will manage user accounts within their organisation. 

(b) As part of the Account registration process, users will be required to provide basic information including first name, last name, email, password, preferred language, and countries of operation. For worker representatives tracked in the Platform, additional information may be collected. The Company does not collect or track trade union affiliation of general employees. 

(c) You agree that you’re solely responsible for: 

  1. maintaining the confidentiality and security of your Account information and your password; and 

  2. any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not. 

(d) You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date. 

(e) Once you complete the Account registration process, Company may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account. 

(f) Company reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you. 

(g) Company may suspend or cancel your Account immediately and without prior notice for any material breach of these Terms, or upon providing 30 days written notice for any other reason. Material breach includes, but is not limited to, violation of payment obligations, misuse of the Platform, or breach of data protection obligations. 

(h) You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it. 

(i) We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password. 

(j) You agree to release Company from any and all liability for any loss or damage that arises out of or in connection with information you provide that is not accurate, honest, correct or up-to-date. 

2.2 ACCOUNT CANCELLATION 

(k) (Cancellation by you) In case you intend to cancel your Account on the Platform, you may submit a request to the Company through the Platform along with the reasons for cancelation of the Account. 

(l) (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Platform at any time without notice without issuing a refund if you breach any provision of these terms. 

3 PAYMENT FOR SUBSCRIPTION

(a) (Subscription and Onboarding) Access to the Platform requires completion of our onboarding process and payment of applicable fees, including: 

  1. Payment of the initial subscription fees upfront. 

  2. Subscription fees payable upfront for the agreed term (6, 12, or 24 months) based on the selected modules; and 

  3. Completion of the onboarding process required to configure your organisation’s environment. 

The subscription is not user-based but provides organisation-wide access to the selected modules.   

(b) (Subscription models) All prices are: 

  1. on a 6-month, 12-month or 24-month subscription term, at the pricing set out in the Order Form or other commercial agreement executed between the Company and the User. 

  2. in British Pounds (except where otherwise indicated); and 

  3. subject to change prior to you completing the payment, without notice. 

(c) (Payment obligations) Unless otherwise agreed in writing, you must pay for the subscription plan selected by you at the time of placing an order. No onboarding fee applies. Instead, your subscription includes all standard implementation and setup activities as part of the onboarding process. 

(d) (VAT) Unless otherwise indicated, amounts stated do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us including that amount in the order, or otherwise providing a tax invoice. 

(e) (Online payment partner) We use secure third-party payment providers (Payment Providers) to collect payments through enterprise-grade payment processing systems suitable for large multinational organisations. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. The terms and conditions of the Payment Provider may be accessed using https://gocardless.com/legal/.   

(f) (Pricing errors) In the event that we discover an error or inaccuracy in the agreed pricing, we will notify you as soon as possible. Any pricing adjustments will be discussed and agreed upon between the parties in writing. If a payment has been processed based on incorrect pricing, any excess amount will be credited to your account or refunded through your original payment method. 

(g) (Refunds) If you cancel your Subscription during the initial three-month Break Period, we will refund the unused portion of the subscription fees on a pro-rated basis. Any refund due will be processed as soon as reasonably possible and, in any event, within 14 days after the day you give notice of cancellation. Refunds will be made using the same payment method you used for the original transaction unless otherwise agreed in writing. No refunds will be provided for cancellations made after the Break Period has ended. 

(h) (Auto-renewal) Unless either party gives written notice of non-renewal at least 60 days before the end of the current subscription term, the Subscription will automatically renew for a further term equal in length to the expiring term, at the pricing and commercial terms set out in the renewal proposal issued by the Company. The Company will provide the User with renewal terms and pricing at least 90 days before the end of the current subscription term. Once a renewal term begins, the Subscription is non-cancellable, and no refunds will be provided for any unused portion of the subscription period. 

(i) (Invoicing and Payment Terms) Subscription fees for each 6-month, 12-month or 24-month subscription term are payable upfront, unless otherwise agreed in writing in the applicable Order Form. For any renewal term, the Company will issue an invoice in accordance with the renewal terms agreed between the parties, and the User must pay such invoice within the payment period specified in the Order Form (or, if not specified, within 30 days of the invoice date). If the User fails to make payment by the due date, the Company may, after providing written notice, suspend access to the Platform until payment is received in full. If payment remains outstanding for more than 60 days after the due date, the Company may terminate the Subscription. All fees remain payable in full and are non-refundable except as expressly provided under the Break Period provisions. 

(j) Subscription fees and module pricing may be reviewed periodically to reflect enhancements, infrastructure costs, and continued platform development. The Company will provide the User with at least thirty (30) days’ written notice before implementing any change to subscription fees or the introduction of new chargeable modules. Any such adjustments will take effect at the start of the next renewal period unless otherwise agreed in writing between the parties. 

4 YOUR OBLIGATIONS 

You must not: 

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher, reverse assemble, reverse compile or decompile any part or aspect of the Platform without the express consent of the Company; 

(b) use the Platform for any purpose other than the purposes of browsing, selecting or accessing the Services; 

(c) use, or attempt to use, the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; 

(d) use, or attempt to use, the Platform in a manner that may interfere with, disrupt or create undue burden on the Platform or the servers or networks that host the Platform; 

(e) use the Platform with the assistance of any automated scripting tool or software; 

(f) post or share any personal information of individuals under the applicable age of digital consent in your jurisdiction; 

(g) act in a way that may diminish or adversely impact the reputation of Company, including by linking to the Platform on any other website; and 

(h) attempt to breach the security of the Platform, or otherwise interfere with the normal functions of the Platform, including by: 

  1. gaining unauthorised access to Platform accounts or data; 

  2. scanning, probing or testing the Platform for security vulnerabilities; 

  3. overloading, flooding, mailbombing, crashing or submitting a virus to the Platform; or 

  4. instigate or participate in a denial-of-service attack against the Platform. 

5 INFORMATION ON THE PLATFORM

(a) While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:  

  1. the Platform will be free from errors or defects (or both, as the case may be); 

  2. the Platform will be accessible at all times, though we commit to maintaining 99.5% uptime excluding scheduled maintenance and force majeure events. For purposes of this agreement, "downtime" means the Platform is completely inaccessible, as distinct from situations where the Platform is accessible but specific features may not be functioning as expected; 

  3. messages sent through the Platform will be delivered promptly, or delivered at all; 

  4. information you receive or supply through the Platform will be secure or confidential; and 

  5. any information provided through the Platform is accurate or true. 

(b) We reserve the right to change any information or functionality on the Platform by updating the Platform at any time without notice, including service description, prices and other Platform Content. 

6 UPDATES, ENHANCEMENTS AND NEW MODULES 

(a) The Company may, from time to time, make updates, enhancements, or improvements to the Platform and its existing modules, including performance, security, usability, or compliance updates. Such updates form part of the User’s active subscription and will be provided at no additional cost. 

(b) Where the Company develops and releases new modules or features that constitute materially new functionality distinct from existing modules, access to such modules may be subject to separate subscription fees. The Company will notify the User in advance of any new modules and related pricing before activation or inclusion in the User’s subscription. 

(c) For clarity, updates or enhancements that improve existing functionality are deemed part of the ongoing Services, whereas entirely new modules or product lines are treated as optional add-ons under separate commercial terms. 

7 USER CONTENT 

(a) In the course of accessing and using the Services, you may input data and information, including sensitive labour relations data and personally identifiable information of worker representatives, or upload documents and receive output from the Services (collectively referred to as “User Content”). To the extent permitted by applicable laws, you retain all ownership rights in the User Content. You retain ownership of all data inputted into the Platform and grant the Company a non-exclusive license to process this data for providing the Services. While you own the output data generated specifically for your organisation, the Company retains all intellectual property rights in the underlying algorithms, models, and methodologies used to generate such output data. The Company maintains the right to use anonymised and aggregated data derived from User Content for improving its services and generating industry insights. 

(b) The Company, as the data processor, will store and process the User Content, including personal data and sensitive information related to worker representatives and labour relations, in accordance with its privacy policy and in compliance with applicable Data Protection Legislation, including but not limited to the UK GDPR, EU GDPR, and other relevant privacy laws applicable in the jurisdictions where the Services are provided Company will: 

  1. only use the User Content for providing the Services; 

  2. process aggregated, anonymised data at an industry level for analytical purposes; 

  3. not share personally identifiable information with third parties; 

  4. implement appropriate technical and organisational measures to protect the User Content; and 

  5. not use any User Content for development or improvement of its Services without explicit consent. 

(c) You are responsible for all input data and information and represent and warrant that you have all rights, title, interest, licenses and permissions, as may be required, to provide such input data and information while using the Services. THE PLATFORM AND SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE. YOU ACKNOWLEDGE THAT THE COMPANY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. YOU ARE STRONGLY ADVISED TO OBTAIN INDEPENDENT LEGAL COUNSEL REGARDING ALL LABOUR RELATIONS MATTERS AND THE INTERPRETATION OF ANY OUTPUT DATA OR ANALYTICS PROVIDED THROUGH THE PLATFORM. THE COMPANY SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS MADE BASED ON THE PLATFORM'S OUTPUT WITHOUT APPROPRIATE LEGAL REVIEW. You are solely responsible for ensuring compliance with applicable labour laws and regulations in your jurisdiction. You further acknowledge and confirmation that you will be solely responsible for evaluating the accuracy, intended purposes and use of the output data. The Company or any of its third-party suppliers will in no way be responsible for ensuring the accuracy and appropriateness of the output data accessed by you using the Services. 

(d) You acknowledge that due to the nature of the Services provided through the Platform and artificial intelligence, the output data related to general labour relations practices may not be unique and other users of the Services may receive similar content. You further acknowledge and agree that the Company may create and use anonymised, aggregated datasets derived from Platform usage for industry-level analysis and benchmarking purposes, provided such datasets cannot be used to identify specific organisations or individuals. However, all organisation-specific data and analyses will remain confidential and segregated. Any responses that are requested by and generated for other users of the Services are not considered to be your output data. The Platform's aggregated industry-level analyses will only use anonymised data that cannot be traced to specific organisations or individuals. 

(e) The Platform provides enterprise-grade encryption for all User Content stored on the Platform, with specific provisions for sensitive labour relations data and personally identifiable information of worker representatives. The Company maintains encryption capabilities solely for the purpose of providing the Services and will only decrypt User Content: (i) upon your written request, (ii) as required by applicable law or valid legal process, or (iii) in emergency situations where decryption is necessary to prevent imminent harm. Any decryption will be logged and documented in accordance with our security policies. You will also have an option to download the User Content or your session data and store it yourself in which case no User Content or session data will be retained on the Platform or its servers. 

(f) You shall not use the output data, including any aggregated industry analyses or labour relations insights, for development of any artificial intelligence models that compete with the Services. While you may use the output data for internal data organisation and classification purposes within your organisation, such use must not involve development of AI models that could compete with or replicate the Platform's core functionalities. The output data, including any labour relations analytics or workforce change management insights, must not be used to fine tune models provided as part of the Services or be distributed or made commercially available to third parties in any form.  

8 INTELLECTUAL PROPERTY 

(a) Company retains ownership of the Platform and all materials on the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you. 

(b) You may make a temporary electronic copy of all or part of the Platform for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform or any Platform Content without prior written consent from Company or as permitted by law. This restriction specifically includes any attempt to extract or repurpose aggregated industry data or analysis provided through the Platform’s modules. 

(c) Company retains all intellectual property rights in the Services, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Services. 

(d) In this clause 7, “intellectual property rights” means copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world. 

9 CUSTOMISATIONS AND CHANGE REQUESTS 

(a) The Company may, at its discretion, accommodate reasonable configuration or customisation requests from the User that align with the Platform’s existing capabilities and technical framework. 

(b) Where a request involves material development work, integration with third-party systems, or introduces functionality not currently part of the Platform, the Company will assess the scope and provide a written proposal outlining the estimated effort, timelines, and any associated costs. No such work will proceed without the User’s prior written approval. 

(c) Minor configuration changes, workflow adjustments, or feature refinements performed during onboarding or standard support activities will not incur additional charges. 

(d) All approved customisations shall form part of the Services upon delivery, and the Company shall retain all associated intellectual property rights unless otherwise agreed in writing. 

10 THIRD PARTY SUPPLIERS 

(a) We may do any of the following:

  1. outsource any part of performing any services; or 

  2. procure any services from third party suppliers, without further notice to or permission from you. 

(b) To the maximum extent permitted under applicable law and subject to our obligations as a data processor under applicable data protection legislation, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your order or subscription, or are negligent in providing services. However, we will maintain oversight of third-party service providers who process labour relations data and ensure appropriate data protection safeguards are in place. 

11 THIRD PARTY TERMS AND CONDITIONS 

(a) The User acknowledges and agrees that third party terms & conditions (Third Party Terms) may apply.  

(b) The User agrees to any Third Party Terms applicable to any third party services, and Company will not be liable for any loss or damage suffered by the User in connection with such Third Party Terms or on account of any liability arising out of the services provided by such third party service providers. 

(c) You confirm and acknowledge to use the Services and the User Content only in compliance with applicable laws, including labour relations regulations, data protection laws, works council requirements, trade union consultation obligations, and Third Party Terms. You specifically acknowledge responsibility for ensuring compliance with local labour laws, works council regulations, and employee representative consultation requirements in all jurisdictions where you operate. You must ensure all data uploaded to the Platform has been collected and shared in accordance with applicable workplace consultation requirements and data protection law. You also confirm not to use the Services or the User Content in a manner that infringes, misappropriates or otherwise violates any third party rights, including rights of employee representatives and trade unions. 

12 LINKS TO OTHER WEBSITES 

(1) The Platform may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content. 

(b) Inclusion of any linked website on the Platform does not imply our approval or endorsement of the linked website. 

13 SECURITY 

The Company implements industry-standard security measures including encryption, access controls, and regular security assessments to protect the Platform and its data. This includes specific measures to protect sensitive labour relations data and personally identifiable information in accordance with UK GDPR and EU GDPR requirements. While the Company maintains these security standards, Users must also implement appropriate organisational and technical security measures, including but not limited to: 

(a) maintaining up-to-date anti-virus and security software; 

(b) ensuring secure access protocols for their authorised users; 

(c) implementing appropriate access management procedures; and 

(d) following security best practices as communicated by the Company. 

The Company does not accept responsibility for loss or damage to computer systems or data arising from use of the Platform where such loss or damage is not caused by the Company's negligence or breach of its security obligations under this agreement. 

14 REPORTING MISUSE 

If you become aware of any security incidents, unauthorised access, misuse of the Platform, or any errors in the material on the Platform, you must report any security incidents or unauthorised access within 24 hours through our designated support channels as specified in the Platform documentation. Other Platform issues or concerns must be reported within 48 hours of discovery. For general Platform access issues or non-security related difficulties, please submit a support ticket through the Platform's support portal or designated support channels during UK Business Hours (9:00 AM to 5:00 PM GMT/BST). 

15 PRIVACY AND DATA PROTECTION 

15.1 CLIENT DATA 

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the General Data Protection Regulation ((EU) 2016/679) to the extent applicable in the UK and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.  

(b) During and after the delivery of the Services, the User agrees that the Company will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation. This includes processing of basic user information (first name, last name, email, password, preferred language, countries) and, where applicable, representative information (including gender and trade union representation status, but explicitly excluding any employee trade union affiliation data) for the following purposes: 

  1. the Company providing Services; 

  2. the Company and/or its subcontractors and third party suppliers use the contact details of the User to send marketing materials or other publications;  

  3. the Company may process personal data concerning its other clients and contacts in other ways for its own business purposes; 

  4. the Company may process and transfer personal data as necessary to effect a re-organisation of its business; and  

  5. the Company may create, use, and distribute anonymised, aggregated data derived from Platform usage for industry-level analysis, benchmarking, and reporting purposes, provided such data cannot reasonably be used to identify any individual or organisation.  

(c) The User’s instructions are taken to include the use by the Company, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.  

(d) By accepting these Terms, the User gives positive consent for the Company to obtain, store and process information about the User as described in this clause 13.  

(e) Each party shall comply with the terms of the Data Protection Legislation. 

15.2 THIRD PARTY DATA 

(f) During and after the delivery of Services, there may be limited occasions where the Company may process on your behalf as a processor any personal data, you have provided to the Company.  

(g) You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation as also undertaken necessary compliances, in connection with the processing, before providing the Company with personal data.  

(h) You warrant, in relation to the personal information and all other data that you provide to the Company in connection with this agreement (Third Party Data), that:  

  1. You have all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data; 

  2. You are not breaching any Law by providing the Company with Third Party Data; 

  3. the Company will not breach any Law by performing the Services in relation to any Third Party Data; 

  4. there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified the Company of this, and the Company has agreed to perform the Services in respect of that data (being under no obligation to do so); and 

  5. the Company will not breach any Third Party Terms by performing the Services in relation to any Third Party Data. 

(i)You agree at all times to indemnify and hold harmless the Company and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 13.2(a). 

(j)You and the Company acknowledge that the roles of data controller and data processor, as defined under applicable Data Protection Legislation, will vary depending on the specific processing activities: (a) where the Company processes personal data for its own purposes as described in clause 13.1, it acts as a data controller; and (b) where the Company processes personal data on your behalf as described in clause 13.2, it acts as a processor. 

(k) You and the Company will comply with the Data Protection Legislation. 

(l) The Company shall, in relation to any Personal Data processed in connection with this clause 13.2: 

  1. process that personal data only on your written instructions of the Client; 

  2. keep the personal data confidential; 

  3. comply with your reasonable instructions with respect to processing personal data; 

  4. not transfer any personal data outside of the UK or European Economic Area (EEA), unless in accordance with both UK and EU Data Protection Legislation, including but not limited to UK GDPR and EU GDPR, and the Company ensures that:  

    1. the transfer is to a country approved as providing an adequate level of protection for personal data; or  

    2. there are appropriate safeguards in place for the transfer of personal data; or  

    3. binding corporate rules are in place; or  

    4. one of the derogations for specific situations applies to the transfer. 

  5. assist you, at your cost and upon reasonable written notice (which shall not exceed 30 days), in responding to any data subject access request and to ensure compliance with your obligations under the Data Protection Legislation, provided that the Company reserves the right to charge reasonable fees for assistance beyond what is strictly required by applicable Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators; 

  6. notify you without undue delay on becoming aware of a personal data breach or communication which relates to the Company’s or your compliance with the Data Protection Legislation; 

  7. at your written request, delete or return personal data (and any copies of the same) to you on termination of these Terms unless required by the Data Protection Legislation to store the personal data; and 

  8. maintain complete and accurate records and information to demonstrate compliance with this clause 13.2 and allow for audits by you or your designated auditor. 

(m) The Company maintains comprehensive enterprise-grade security measures  appropriate for processing sensitive labour relations data, including: 

  1. enterprise-grade encryption for data in transit and at rest; 

  2. role-based access controls with multi-factor authentication; 

  3. regular security audits and penetration testing; 

  4. dedicated data protection personnel; 

  5. documented incident response procedures; and 

  6. specific measures for protecting trade union and worker representative data. 

(n) These measures are regularly reviewed and updated to ensure compliance with UK and EU data protection requirements and industry best practices for handling sensitive labour relations information. Such measures may include, where appropriate: 

  1. pseudonymising and encrypting personal data; 

  2. ensuring confidentiality, integrity, availability and resilience of its systems and services; 

  3. ensuring that availability of and access to personal data can be restored in a timely manner after an incident; and 

  4. regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it. 

16 DATA BACKUP 

(a) Upon termination of your subscription, the Company will retain data and material associated with the User, including User Data, for 90 days after the end date of your subscription (the “Retention Period”). After the Retention Period, the Company will permanently delete such data and materials in accordance with its data retention policies and applicable laws.  

(b) The Company will not be able to recover any such data or content after the Retention Period, so it is recommended that you back up anything important to it.  

(c) The Company will not be responsible to the User and the Company expressly disclaims any liability for, any cost, loss, damages or expenses arising out of the cancellation of your Account and any loss of data. 

17 LIABILITY 

(a) To the maximum extent permitted by applicable law, Company's total aggregate liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Platform, these terms or any services provided by the Company in any 12-month period, is limited to the greater of: 

  1. the total Fees paid to the Company by you in the 3 months preceding the first event giving rise to the relevant liability; and 

  2. £1,000. 

(b) All express or implied representations and warranties in relation to the Services and the associated services performed by the Company are, to the maximum extent permitted by applicable law, excluded. 

(c) (Indemnity) You agree to defend, indemnify and hold harmless the Company, its affiliates, employees, agents, successors and assigns against any and all claims, demands, damages, losses, costs and expenses (including reasonable legal fees and costs) brought by any third party or which is or may be suffered by any person arising from your or your representatives’: 

  1. breach of any of these terms; 

  2. use of the Platform; or 

  3. access of any Services provided by the Company or participation in any competition organised by the Company. 

(d) (Consequential loss) To the maximum extent permitted by law, under no circumstances will the Company be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Platform, these terms or any Products or services provided by the Company (except to the extent this liability cannot be excluded under law. 

(e) Nothing in these terms or any Order will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence. 

(f)To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms or an Order, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect. 

18 DISPUTE RESOLUTION 

(a) A party claiming that a dispute has arisen under or in connection with these terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause. 

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause. 

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute. 

19 THIRD PARTY RIGHTS 

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

20 FORCE MAJEURE 

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of: 

  1. reasonable details of the Force Majeure Event; and 

  2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation. 

(b) Subject to compliance with clause 18(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event. 

(c) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible. 

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any: 

  1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; 

  2. strikes or other industrial action outside of the control of the Affected Party; 

  3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or 

  4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations. 

21 GENERAL 

21.1 GOVERNING LAW AND JURISDICTION 

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. 

21.2 WAIVER 

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 

21.3 SEVERANCE 

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected. 

21.4 JOINT AND SEVERAL LIABILITY 

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 

21.5 ASSIGNMENT 

The User may not assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the Company. The Company may assign, novate or transfer its rights and obligations under these terms to: (i) any affiliate or subsidiary; (ii) any successor in interest pursuant to a merger, acquisition, or sale of all or substantially all of its assets; or (iii) any third party with prior written notice to the User. 

21.6 COSTS 

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms. 

21.7 ENTIRE AGREEMENT 

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms. 

21.8 INTERPRETATION 

(a) (singular and plural) words in the singular includes the plural (and vice versa); 

(b) (currency) a reference to £, or “pound”, is to pound sterling (GBP), unless otherwise agreed in writing; 

(c) (gender) words indicating a gender includes the corresponding words of any other gender; 

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; 

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; 

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; 

(g) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it; 

(h) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time; 

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation; 

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and 

(k) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision. 

21.9 NOTICES

(l) A notice or other communication to a party under this agreement must be: 

  1. in writing and in English; and 

  2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party. 

(m) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

  1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or 

  2. when replied to by the other party, 

  3. whichever is earlier.  

Schedule 1: Service Level Agreement for Support Services 

1 SUPPORT SERVICES 

(n) The Company will use commercially reasonable efforts to provide Support in accordance with the Service Levels in Table 1 (Service Levels) during UK Business Hours (9:00 AM to 5:00 PM GMT/BST, excluding UK public holidays). The Company commits to maintaining a minimum of 99.5% uptime for the Platform (equivalent to maximum permitted downtime of 3.6 hours per month), excluding scheduled maintenance and force majeure events. "Downtime" is defined exclusively as the Platform being completely inaccessible to all users, distinct from situations where the Platform is accessible but specific features may be unavailable. Support for data privacy, security incidents, and sensitive labour relations matters must be submitted via the designated email channel. General technical support and non-sensitive queries may be submitted through the Discord user group.  

Table 1: Service Levels  

Critical

  • Response Target: 4 business hours

  • Resolution Target: 24h

High

  • Response Target: 6 business hours

  • Resolution Target: 48h

Medium

  • Response Target: 12 business hours

  • Resolution Target: 72h

Low

  • Response Target: 24 business hours

  • Resolution Target: 120h

(o) The severity and priority of calls are classified as follows:  

  1. Critical – business critical issues including: (i) complete platform inaccessibility preventing user login or access; (ii) complete failure of core platform functionality affecting multiple users within the organisation; (iii) any data breach or security incident affecting personal data, trade union information, or labour relations data; (iv) issues that materially impact compliance with UK or EU labour laws and regulations; or (v) complete failure of administrative functions preventing client administrators from managing user access.  

  2. High – issues affecting multiple users and issues affecting business operation, which prevents a small group of users from accessing the Services or where the module functionality is restricted but a feasible workaround exists 

  3. Medium – notification of image/data capture issues/trends; non-critical general, operation and technical enquiries  

  4. Low – feedback; non-essential system set-up changes, no compliance or cash flow impact. 

2 USER ACKNOWLEDGMENTS

The User acknowledges and agrees that:  

(a) Service Levels do not apply to any performance or availability issues arising from the following circumstances, provided that the Company will nevertheless use commercially reasonable efforts to maintain service quality and data security during such circumstances: 

  1. factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre); 

  2. any Third Party Service, information technology systems, hardware or software not provided by the Company; 

  3. any downtime or increase latency in any Third Party Service; 

  4. the User failing to implement and maintain the dependencies; 

  5. the User utilising the Services contrary to the Company’s advice on utilisation of the Services (including any policies or guidelines provided to the User by the  Company or a Third Party Service); 

  6. during or with respect to a preview, pre-release, beta test or trial versions of the Service (including any particular feature); 

  7. the User’s action or inaction to a reasonable request from the Company in relation to an issue; or 

  8. the User’s failure to maintain and following appropriate security practices, 

(b) the Company makes no warranty or representation that all issues, problems, or security threats will be identified, and the User acknowledges that it remains responsible for its overall security and compliance obligations; 

(c) final solution may differ from initial diagnosis;  

(d) priority levels are determined at the Company’s sole and reasonable discretion, and such determination shall be final and binding; 

3 DOWNTIME 

(a) The Company commits to maintaining a 99.5% uptime for the Platform, excluding scheduled maintenance and force majeure events. Downtime shall be defined strictly as periods when the Platform is completely inaccessible to Users, preventing login or access. Partial feature unavailability or degraded performance does not constitute downtime. If the Company fails to meet the 99.5% uptime commitment, the User's sole and exclusive remedy shall be the service credits specified in Table 2, subject to the User's written notification of such failure within 30 days of its occurrence via the designated support email. Service credits will be applied to future invoices and are not redeemable for cash. The Company will use commercially reasonable efforts to respond to or resolve the relevant issue as soon as practicable. 

(b) The Company will provide the User with at least 48 hours prior notice of any scheduled maintenance or downtime via email or the Support Portal. Emergency maintenance may be performed with shorter notice or no notice when necessary to maintain the security, integrity, or availability of the Service. Any downtime resulting from scheduled maintenance with proper notice or emergency maintenance shall not be counted towards unscheduled downtime calculations for uptime percentage purposes. 

Table 2: Unscheduled Downtime Credits

99.0% – 99.49% uptime (greater than 3.6h but less than 7.2h downtime per month)  = 5% credit of monthly fee 

98.0% – 98.99% uptime (greater than 7.2h but less than 14.4h downtime per month)  = 10% credit of monthly fee  

Below 98.0% uptime (greater than 14.4h downtime per month)  = 15% credit of monthly fee  

4 SUPPORT SERVICE HOURS AND CONTACT METHODS 

(a) Unless otherwise set out in this Schedule 1, the Support Services will be available from 9:00 am – 5:30 pm GMT/BST on Business Days (Business Hours). For clients in European time zones, response times will be aligned with UK Business Hours. The Platform itself will be available 24/7 with a targeted uptime of 99.5%, excluding scheduled maintenance and force majeure events.  

(b) All Response Times and Resolution Targets: (i) do not include any time that falls outside of Business Hours; (ii) shall be automatically extended by any time during which the User delays in providing necessary information or access; and (iii) represent targets only and not binding obligations. Service credits must be requested within 30 days of the incident via the Support Portal and will be applied to future invoices only. For purposes of service credits, "downtime" means the Platform is completely inaccessible; partial feature unavailability or degraded performance does not constitute downtime. 

(c) Support Services can be accessed via the following methods, with all support limited to UK Business Hours (9:00 am - 5:30 pm GMT). For matters involving personal data, trade union information, or sensitive labour relations data, Users must use the designated email channel: 

  1. Email: For data privacy and security-related concerns 

  2. Discord User Group: For technical support and community assistance (excluding discussions involving personal data or sensitive labour relations information) 

Email: Support@graylarktechnologies.com