Terms & Conditions

These Terms and Conditions govern our HighGround service. Please read them carefully. We will ask you to agree to these Terms and Conditions before you use the service.

1. Definitions

1.1 In these Terms and Conditions:

“Access Credentials” means the usernames, passwords and other credentials enabling access to the Platform Services, including access credentials for use with the Web App, the Mobile App and any API;

“Agreement” means a contract made between HighGround and the Customer for the provision of Services set out in these Terms and Conditions;

“API” means any application programming interface for the Platform Services defined by HighGround and made available by HighGround to the Customer;

“Charges” means the amounts listed in Clause 8.1;

“Customer” means the person or entity identified as such in the Order Form;

“Customer Data” means all data, works and materials:

(a) uploaded to the Platform by the Customer, any Customer User or any Data Input User;

(b) sent to the Platform by an Integrated Service or collected by the Platform from an Integrated Service; or

excluding Customer Partner Data and providing that the Customer Data shall not include analytics data relating to the use of the Platform, server log files or aggregated datasets created in accordance with Clause 6.1;

“Customer Partner” means:

(a) a supplier to the Customer that has a HighGround cloud service account and provides (or may provide) data to the Customer by means of the Platform Services; or

(b) a customer of the Customer that has a HighGround cloud service account, to whom the Customer provides (or may provide) data by means of the Platform Services;

“Customer Partner Data” means any data shared by a Customer Partner with the Customer by means of the Platform Services;

“Customer Personal Data” means any Personal Data that is processed by HighGround on behalf of the Customer in relation to the Agreement;

“Customer Systems” means the computer systems of the Customer that are monitored by the Customer using the Platform Services;

“Customer User” means any person that uses the Platform Services on behalf of the Customer, or that uses the Platform Services by means of Access Credentials directly or indirectly supplied or generated by the Customer, but excluding any Data Input User;

“Customisation” means a customisation of the Platform Services software, including customisations consisting of the further development of the software, the addition of new features or modules to the software, and/or the addition of new Integrated Services;

“Data Access Period” means the Term and the period of 30 days following the end of the Term;

“Data Input User” any person that:

(a) is not an employee or other agent of the Customer; and

(b) uses the Platform Services at the direct or indirect request of the Customer for the purpose of supplying data to the Customer, and has no right or authorisation to use the Platform Services for any other purpose;

“Data Protection Laws” means the EU GDPR and the UK GDPR;

“Data Sharing Functionality” means any functionality enabling the Customer to share Customer Data with a Customer Partner or other third party by means of the Platform Services, or enabling a Customer Partner or other third party to share Customer Partner Data with the Customer by means of the Platform Services;

“Documentation” means any documentation for the Platform Services produced by HighGround and published by HighGround in the Support Portal or otherwise made available by HighGround to the Customer;

“Early Access” means access to any software program, feature, functionality, module and/or service made available by HighGround to the Customer on an early access basis, including all access that is specified by HighGround as alpha access or beta access;

“Effective Date” means, following the Customer first completing and submitting the relevant order form for the Platform Services published by HighGround:

the date upon which HighGround sends to the Customer an order confirmation by email or otherwise; or
if earlier, the date upon which the Customer is first granted access to the Platform Services;

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

“Free Period” means a period during which Services are provided by HighGround on a free-of-charge basis;

“HighGround” means M3 Networks Limited trading as HighGround, a company incorporated in Scotland (registration number SC364161) having its registered office at Inveralmond Business Centre, Auld Bond Road, Perth, PH1 3FX;

“Integrated Service” means a software-based service that:

(a) is provided to the Customer by a third party; and

(b) has been integrated with the Platform by HighGround, where such integration has been activated by the Customer enabling the transfer of Customer System-related data to the Platform Services;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

“Metrics” means metrics, KPIs, scores, risk ratings, security posture profiles, summaries and levels generated by the Platform Services, including those relating to threats, compliance and finance;

“Mobile App” means the mobile application known as HighGround that is made available by HighGround through the Google Play Store and the Apple App Store, enabling access to the Platform Services;

“Order Form” means all the following forms insofar as published by HighGround, completed and submitted by the Customer and accepted by HighGround (either by HighGround sending a written acceptance to the Customer or by HighGround providing the relevant Services):

(a) the online order form used by the Customer when first ordering the Platform Services, whether for a Free Period or a Subscription Period; and

(b) any upgrade form or other online order form used by the Customer to order Services after the first order for the Platform Services;

“Personal Data” means personal data under any of the Data Protection Laws;

“Platform” means the platform managed by HighGround and used by HighGround to provide the Platform Services, including the application and database software for the Platform Services, the system and server software used to provide the Platform Services, and the computer hardware on which that application, database, system and server software is installed;

“Platform Services” means the HighGround cloud service, which will be made available by HighGround to the Customer as a service via the internet in accordance with these Terms and Conditions;

“Services” means:

(a) the Platform Services; and

(b) any Support Services,

that HighGround provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

“Store” means the HighGround Store, that section of the Platform Services through which HighGround may advertise its managed services and professional services, and authorised third parties may advertise their own services;

“Store Advertiser” means a third party authorised by HighGround to advertise its services via the Store;

“Subscription Period” means a period of paid Services that is 12 months in length (or such other length as may be specified in the Order Form) beginning:

(a) at the end of a Free Period (or if there is no Free Period, on the Effective Date); or

(b) at the end of a preceding Subscription Period;

“Subscription Specification” means the specification of the Customer’s rights to use the Platform Services set out or referenced in the Order Form (as it may be upgraded, supplemented by the purchase of integration packs or in accordance with Clause 7, or otherwise varied from time to time in accordance with these Terms and Conditions);

“Support Portal” means the support portal providing know-how materials relating to the use of the Platform Services published and maintained by HighGround;

“Support Services” means:

(a) the provision of the Support Portal; and

(b) individual support for Customer Users in relation to the identification and resolution of errors in the Platform Services, including individual support provided by human agents and automated systems but excluding training and assistance in relation to the use of the Platform Services;

“Supported Web Browser” means those web browsers supported by the Platform Services, as specified in the Support Portal from time to time;

“Template Documents” means any template or precedent policies, procedures, checklists, compliance documents, risk matrices or other documents that are made available by HighGround to the Customer via the Platform Services from time to time;

“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions, the Schedules, the Order Form and the Subscription Specification, including any amendments to that documentation from time to time;

“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time; and

“Web App” means the web application published by HighGround enabling access to the Platform Services by means of a Supported Web Browser.

2. Term and purchases

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 15 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.

2.4 If the Customer purchases professional services or managed services from HighGround, the purchase and provision of those services shall be subject to separate terms and conditions; and if those professional services or managed services are purchased via the Store or otherwise via the Platform Services, the terms and conditions referenced in Schedule 4 (Professional Services) shall apply.

2.5 As businesses, the Customer and HighGround agree that, with respect to any purchases made via Store or otherwise relating to the Platform Services, HighGround shall have no obligation to comply with Regulations 9(1), 9(2) or 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 or any corresponding EU or EU member state legislation.

3. Platform Services

3.1 HighGround hereby grants to the Customer a non-exclusive licence to use the Platform Services during the Term and in accordance with the Documentation and Subscription Specification by means of:

(a) the Web App with a Supported Web Browser;

(b) the Mobile App; and/or

for the business purposes of the Customer, including monitoring the security of the Customer Systems and facilitating the compliance of the Customer Systems with applicable standards and regulations.

3.2 The licence granted by HighGround to the Customer under Clause 3.1 is subject to the following limitations:

(a) the Platform Services may only be connected to the number of Integrated Services permitted by the Subscription Specification, and shall be subject to the other limitations in the Subscription Specification;

(b) the Web App may only be used by a Customer User through a Supported Web Browser, and the Platform Services may only be used by a Customer User through the Web App or the Mobile App;

(c) the only permitted users of the Platform Services are: (i) those Customer Users identified as such in the records stored by the Platform Services, providing that the Customer may change, add or remove a designated named Customer User in accordance with the procedure set out in the Support Portal; and (ii) Data Input Users;

(d) the API may only be used by an application or applications meeting the requirements set out in the Support Portal; and

(e) the API may only be used by an application or applications controlled by the Customer.

3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by HighGround to the Customer under Clause 3.1 is subject to the following prohibitions:

(a) unless expressly permitted to do so by the Subscription Specification, the Customer must not sub-license its right to access and use the Platform Services, resell the Platform Services, or use the Platform Services to provide services to third parties;

(b) the Customer must not permit any unauthorised person or application to access or use the Platform Services;

(d) the Customer must not conduct or request that any other person conduct any load testing, vulnerability assessing, vulnerability scanning, footprinting, penetration testing or automated information gathering on the Platform or Platform Services without the prior written consent of HighGround.

3.4 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Platform Services by means of the Access Credentials.

3.5 HighGround’s commitments relating to the availability of the Platform Services are set out in Schedule 1 (SLA).

3.6 The Customer must comply with Schedule 2 (Acceptable Use Policy) in relation to the use of the Platform Services and must ensure that all Customer Users and Data Input Users comply with Schedule 2 (Acceptable Use Policy) in relation to such use.

3.7 Save to the extent that the parties expressly agree otherwise in writing, this Clause 3.7 shall apply with respect to any Customisation that HighGround creates at the request of, or with the agreement of, the Customer, whether or not the Customer pays for the whole or part of the creation of the Customisation.

(a) All Intellectual Property Rights in the Customisation shall, as between the parties, be the exclusive property of HighGround.

(b) From the time and date when a Customisation is first delivered or made available by HighGround to the Customer, the Customisation shall form part of the Platform, and accordingly from that time and date the Customer’s rights to use the Customisation shall be governed by the preceding provisions of this Clause 3.

(c) The Customer acknowledges that HighGround may make any Customisation available to any of its other customers or any other third party.

3.8 The Customer acknowledges that the Platform and Platform Services are developed on an ongoing basis and subject to the express restrictions in these Terms and Conditions HighGround may add, alter, remove or replace any features of the Platform Services at any time in its sole discretion.

3.9 HighGround may from time to time make Template Documents available to the Customer by means of the Platform Services. HighGround hereby grants to the Customer a non-exclusive and non-transferable licence to copy, adapt and use such Template Documents strictly in the course of, and for the purposes of, the Customer’s business, and providing that the Customer must not:

(a) remove any proprietary notices from any Template Document or any derivative thereof;

(b) publish or redistribute any Template Document or derivative thereof, except a derivative that has been fully adapted for the Customer’s business and is being properly used with respect to the Customer’s business; and

3.10 This Clause 3.10 applies to all Early Access use of the Platform Services by the Customer, whether or not Charges apply in relation to such Early Access, and takes precedence over the other provisions of the Agreement:

(a) the provision of any Early Access to the Customer shall be at HighGround’s sole discretion;

(b) Early Access software may not be fully functional and is liable to contain material bugs and errors;

(c) HighGround does not undertake to provide any Support Services or other support or ancillary services in relation to Early Access;

(d) HighGround gives no warranties and makes no representations in relation to Early Access, and in particular the warranties set out in the Agreement shall not apply in respect of Early Access;

(e) Early Access use is at the Customer’s own risk; and

(f) HighGround may suspend or terminate the Customer’s right to Early Access at any time at its sole discretion.

4. Mobile App

4.1 Although the use of the Platform Services through the Mobile App is subject to these Terms and Conditions, the parties acknowledge and agree that the use of the Mobile App software code, the parties’ respective rights and obligations in relation to the Mobile App software code and any liabilities of either party arising out of the use of the Mobile App software code shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

4.2 For the avoidance of doubt, the Customer shall be responsible for:

(a) the installation of the Mobile App on user devices;

(b) the connection of such devices to the Platform Services by means of the Mobile App;

(d) the confidentiality of any information accessed or accessible through such devices,

and, subject to Clause 13.1, HighGround shall have no liability to the Customer with respect to any loss or damage arising out of any failure of the Customer to fulfil its responsibilities referred to in this Clause 4.2.

5. Support Services

5.1 HighGround shall provide the Support Services to the Customer during the Term in accordance with Schedule 1 (SLA), providing that HighGround shall have no obligation to provide Support Services during any Free Period.

5.2 The Customer must comply with Schedule 2 (Acceptable Use Policy) in relation to the Customer’s use of the Support Portal and must ensure that all Customer Users and Data Input Users comply with Schedule 2 (Acceptable Use Policy) in relation to such use.

6. Customer obligations

6.1 The Customer hereby grants to HighGround:

(a) a non-exclusive licence during the Term and for so long as HighGround has a right to retain the Customer Data in accordance with these Terms and Conditions to copy, reproduce, store, distribute, publish, export, adapt, edit, translate and otherwise use the Customer Data to the extent reasonably required for the provision of the Services, and for the performance of HighGround’s other obligations under the Agreement and the exercise of HighGround’s rights under the Agreement;

(b) a non-exclusive licence during the Term and thereafter to display and communicate any Customer Data that is shared by the Customer using the Data Sharing Functionality to the Customer Partner or other third party with which that Customer Data has been shared; and

(c) a non-exclusive licence during the period specified in (a) above to create aggregated datasets containing the Customer Data, and a non-exclusive perpetual irrevocable licence to use those datasets for the purposes of research, benchmarking and marketing, providing that: (i) such aggregated datasets must not contain any Customer Personal Data; and (ii) to the extent that such aggregated datasets allow for identification of the Customer, HighGround must not publish them or provide them to any third party (excluding third parties providing services to HighGround and subject to confidentiality obligations with respect to the aggregated dataset).

6.2 The Customer also grants to HighGround the right to sub-license the rights specified in Clause 6.1 to its services providers (including its administration, customer service, account management, support, security, hosting, data processing, connectivity and telecommunications service providers) for HighGround’s own purposes specified in Clause 6.1, subject to the express restrictions elsewhere in the Agreement.

6.3 The Customer warrants to HighGround that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation.

6.4 For the avoidance of doubt, the Customer shall be responsible for the configuration of the Platform Services and the integration of the Integrated Services with the Platform Services using the processes defined by the Platform Services and/or the Support Portal.

7. Reward programmes

7.1 HighGround may from time to time during the Term operate a referral programme and/or another reward programme, through which the Customer may earn benefits and/or credits relating to the Platform Services (which may include rights to connect additional Integrated Services).

7.2 The rules, requirements, conditions, benefits and/or credits associated with each reward programme are set out by HighGround in the Support Portal or communicated via the Platform Services.

7.3 HighGround may in its sole discretion refuse to provide a benefit or credit to the Customer or withdraw a benefit or credit previously provided to the Customer, and in particular will do so where HighGround believes that:

(a) the Customer has breached the Agreement or has breached any rules, requirements or conditions relating to any reward programme and set out in the Support Portal; or

(b) the Customer has acted in bad faith in relation to the earning of the benefits or credits or otherwise in relation to any reward programme.

7.4 If, in accordance with Clause 7.3, HighGround withdraws a benefit or credit previously provided to the Customer, the Customer must pay to HighGround the amount of any discount previously received by the Customer as a result of that benefit or credit.

7.5 HighGround may modify, withdraw, suspend or cancel any reward programme at any time without notifying the Customer.

8. Charges

8.1 The Customer must pay the following Charges to HighGround in accordance with this Clause 8 and Clause 9:

(a) the Charges for the Services specified on the Support Portal from time to time; and

(b) any other Charges specified in these Terms and Conditions.

8.2 All Charges and other amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to HighGround.

8.3 HighGround may elect to vary any element of the Charges by updating the Support Portal, providing that any such variation will not affect Charges previously paid by the Customer.

9. Payments

9.1 The Customer must pay the Charges to HighGround in advance of the period to which they relate and in advance of the provision of the Services to which they relate.

9.2 If the Customer does not pay any amount properly due to HighGround under these Terms and Conditions, HighGround may charge the Customer interest on the overdue amount at the rate of 15% per annum above the Bank of England base rate from time to time, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

9.3 HighGround may suspend the provision of any or all of the Services if any amount due to be paid by the Customer to HighGround under the Agreement is overdue.‌

9.4 The Customer shall have no right of set-off in relation to the Charges.

9.5 If the Customer is entitled to access the Platform Services for a time-limited Free Period, then if the Customer does not before the end of that time-limited Free Period pay the Charges for the next following Subscription Period, HighGround may downgrade, suspend and/or cancel the Customer’s access to the Platform Services at its sole discretion, and with or without notice to the Customer.

10. Data protection

10.1 HighGround shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data, subject to the Customer’s compliance with Clause 10.2.

10.2 The Customer warrants to HighGround that it has the legal right to disclose all Personal Data that it does in fact disclose to HighGround under or in connection with the Agreement, and that the data so disclosed will not include any special categories of Personal Data (as defined in the Data Protection Laws).

10.3 The Customer shall only supply to HighGround, and HighGround shall only process, in each case under or in relation to the Agreement, the Personal Data of users of the Customer Systems, Customer Users, Data Input Users and other individuals of the following types: names, contact information and other information contained in the Customer Data; and HighGround shall only process the Customer Personal Data for the following purposes: providing the Services, fulfilling its obligations under these Terms and Conditions, and exercising its rights under these Terms and Conditions.

10.4 HighGround shall only process the Customer Personal Data during the Data Access Period and for not more than 90 days following the end of the Data Access Period, subject to the other provisions of this Clause 10.

10.5 HighGround shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

10.6 The Customer hereby authorises HighGround to make the following transfers of Customer Personal Data:

(a) HighGround may transfer the Customer Personal Data to its third party processors in the jurisdictions identified on the website at https://highground.io/ and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;

(b) HighGround may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;

(c) HighGround may transfer the Customer Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and

(d) HighGround may transfer the Customer Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR,

without prejudice to the allocation of responsibilities in Clause 12.6.

10.7 HighGround shall promptly inform the Customer if, in the opinion of HighGround, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.8 Notwithstanding any other provision of the Agreement, HighGround may process the Customer Personal Data if and to the extent that HighGround is required to do so by applicable law. In such a case, HighGround shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

10.9 HighGround shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.10 HighGround shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

10.11 HighGround must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, HighGround shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to HighGround, providing that such notice must be given within the period of 7 days following the date that HighGround informed the Customer of the intended changes. HighGround shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on HighGround by this Clause 10.

10.12 HighGround is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties and third parties within the categories specified on the website at https://highground.io/.

10.13 HighGround shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

10.14 HighGround shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. HighGround may charge the Customer at its standard time-based charging rates for any work performed by HighGround at the request of the Customer pursuant to this Clause 10.14.

10.15 HighGround must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 36 hours after HighGround becomes aware of the breach.

10.16 HighGround shall make available to the Customer all information necessary to demonstrate the compliance of HighGround with its obligations under this Clause 10. HighGround may charge the Customer at its standard time-based charging rates for any work performed by HighGround at the request of the Customer pursuant to this Clause 10.16.

10.17 HighGround shall make the Customer Personal Data available to the Customer for download during the Data Access Period in accordance with Clause 16.5 and shall delete the Customer Personal Data from HighGround’s storage systems following the end of the Data Access Period and in accordance with Clause 10.4, save to the extent that applicable law requires storage of the relevant Customer Personal Data.

10.18 HighGround shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of HighGround’s processing of Customer Personal Data with the Data Protection Laws and this Clause 10. HighGround may charge the Customer at its standard time-based charging rates for any work performed by HighGround at the request of the Customer pursuant to this Clause 10.18.

11. Warranties and indemnity

11.1 The Customer warrants to HighGround that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

11.2 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

11.3 The Customer shall indemnify and shall keep indemnified HighGround against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by HighGround and arising directly or indirectly as a result of:

(a) any breach by the Customer of the Agreement;

(b) any claim that the Customer Data infringes any Intellectual Property Rights or any applicable law;

(c) any claim by any third party relating to the reliance of that third party on, or use by that third party of, any Metrics or other information generated by the Platform Services, where the Customer has directly or indirectly supplied, disclosed or provided those Metrics or that information to that third party;

(d) the transfer to any Customer Partner or other third party of Customer Data by means of the Data Sharing Functionality, and the use or misuse by such Customer Partner or other third party of such Customer Data; and

(e) the transfer to the Customer of any Customer Partner Data by means of the Data Sharing Functionality, the use or misuse by the Customer of such Customer Partner Data.

12. Acknowledgements and warranty limitations

12.1 The Customer acknowledges that the Metrics are or may be probabilistic simplifications or summaries based upon the Customer Data, and accordingly:

(a) if the Customer Data is inaccurate, incomplete, outdated or otherwise defective then the Metrics may be defective;

(b) the Metrics are not definitive predictions, so for example a score indicating a low risk does not mean that the relevant risk will not materialise, and similarly a score indicating a high risk does not mean that the relevant risk will materialise.

12.2 The Customer acknowledges that gap analyses, task lists and similar outputs of the Platform Services are created on the basis of standard assumptions and may not be accurate or appropriate for the Customer’s purposes; all such outputs should be reviewed by the Customer for accuracy and appropriateness.

12.3 The Customer acknowledges that notifications sent by the Platform Services may not be received for a wide range of reasons, including reasons beyond the control of HighGround.

12.4 The Customer acknowledges that if the Platform Services (or an element thereof) are suspended in accordance with Clause 9.3, any or all of the information reported by the Platform Services will be or may be inaccurate.

12.5 The Customer acknowledges that any Template Documents made available by means of the Platform Services will need to be adapted for the Customer’s business and circumstances, may not be suitable for the Customer’s legal, compliance and other purposes, and must not be relied on as legal or other professional advice. HighGround will not provide any legal, compliance or professional advice to the Customer; and HighGround does not warrant or represent that the Platform Services or Template Documents, or the use of the Platform Services or Template Documents by the Customer, will not give rise to any legal liability on the part of the Customer or any other person, or any other risks.

12.6 If the Customer has access to Data Sharing Functionality:

(a) the Customer and/or the relevant Customer Partner shall be responsible for the use of that Data Sharing Functionality, including establishing appropriate levels of access; and

(a) without prejudice to the generality of the foregoing the Customer and/or the relevant Customer Partner shall be responsible for: (i) establishing the legal basis upon which the recipient may use shared Customer Data and/or Customer Partner Data, including appropriate licensing and/or confidentiality requirements; and (ii) ensuring that the sharing of the Customer Data and/or Customer Partner Data complies with applicable laws (including the general provisions of, and the international transfer requirements under, the Data Protection Laws).

12.7 The Customer acknowledges that:

(a) HighGround does not confirm the identity of Customer Partners or Store Advertisers on behalf of the Customer, check their creditworthiness or bona fides, or otherwise vet them;

(b) HighGround does not check, audit or monitor the information contained in Customer Partner Data or third party Store advertisements;

(c) HighGround is not party to any contract or arrangement: (i) between the Customer and any Customer Partner for the use of Customer Data or Customer Partner Data; or (ii) between the Customer and any Store Advertiser; and

(d) HighGround is not responsible for resolving disputes or mediating between: (i) the Customer and any Customer Partner, whether in relation to the use of Customer Data or the use of Customer Partner Data or otherwise; or (ii) between the Customer and any Store Advertiser.

12.8 The Customer acknowledges that Platform Services functionality that maps requirements from one compliance framework to one or more other frameworks is built upon assumptions about equivalence between requirements. HighGround gives no warranties or representations that requirements mapped to one another are equivalent, or that compliance with a requirement under one framework will constitute compliance with a requirement under any other framework. The Customer shall be responsible for ensuring that it meets compliance framework requirements.

12.9 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, HighGround gives no warranty or representation that the Platform Services will be wholly free from defects, errors and bugs.

12.10 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, HighGround gives no warranty or representation that the Platform Services will be entirely secure, or that the Platform Services will ensure that the Customer Systems are secure.

12.11 The Customer acknowledges that the Platform Services are designed to be compatible only with that software and those systems specified as compatible in the Support Portal; and HighGround does not warrant or represent that the Platform Services will be compatible with any other software or systems.

13. Limitations and exclusions of liability

13.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions are subject to Clause 13.1 and govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

13.3 The Customer will have no right to recover any loss or damage from HighGround under or in relation to the Agreement with respect to use of the Platform Services during any Free Period.

13.4 HighGround shall not be liable to the Customer in respect of any:

(a) loss or damage arising out of a Force Majeure Event;

(b) loss of profits or anticipated savings;

(d) loss of use or production;

(e) loss of business, contracts or opportunities;

(f) damage to goodwill or reputation; or

(g) special, indirect or consequential loss or damage.

13.5 HighGround will not be liable to the Customer in respect of any loss or corruption of any data, database or software, providing that this Clause 13.5 will not apply with respect to any liability of HighGround arising out of a breach by HighGround of Clause 10.

13.6 HighGround will not be liable to the Customer in respect of any loss or damage arising out of:

(a) any inaccurate, incomplete, outdated or otherwise defective Customer Data or Customer Partner Data;

(b) the Customer relying upon the Metrics as if they were infallible or definitive predictions;

(d) any use of any Template Document;

(e) any use or failure of any Integrated Service, or any failure of any data synchronisation or data transfer operation between the Platform Services and any Integrated Service;

(f) the use or misuse by any Customer Partner or other third party of Customer Data shared by the Customer using the Data Sharing Functionality;

(g) any failure of the Customer to comply with any requirement of any compliance framework, including a failure arising out of the non-equivalence of requirements that are treated as equivalent by the Platform Services;

(h) any use of the Platform Services or any feature thereof on an Early Access basis; or

(i) any contract or arrangement between the Customer and any Store Advertiser.

13.7 The liability of HighGround to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:

(a) GBP 1,000.00; and

(b) the total amount paid and payable by the Customer to HighGround under the Agreement in the 12-month period preceding the commencement of the event or events.

13.8 The aggregate liability of HighGround to the Customer under the Agreement shall not exceed the greater of:

(a) GBP 5,000.00; and

(b) the total amount paid and payable by the Customer to HighGround under the Agreement.

13.9 Notwithstanding any other provision of the Agreement, HighGround shall not be in breach of the Agreement with respect to any act or omission of HighGround, where the act or omission was required to ensure, in the reasonable opinion of HighGround, that HighGround complies with applicable law; and HighGround shall not be liable to the Customer with respect to any loss or damage arising out of such an act or omission.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in HighGround performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Agreement:

(a) at any time during any Free Period, by giving written notice of termination to the other party; and

(b) at the end of a Subscription Period, by giving to the other party at least 30 days’ prior written notice of termination.

15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of the Agreement.

15.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

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

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

(d) if that other party is an individual: (i) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (ii) that other party is the subject of a bankruptcy petition or order; and for the avoidance of doubt, the Agreement shall automatically terminate if the other party dies.

16. Effects of termination

16.1 Upon the termination of the Agreement, all the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.2, 6.1, 6.2, 7.4, 9.2, 9.4, 10, 11.3, 12, 13, 16, 19 and 20.

16.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

16.3 Following the issue of a notice of termination, the Customer must comply with HighGround’s offboarding policy in force from time to time, and in particular must on the date of effective termination of the Agreement or promptly thereafter configure any Integrated Services that are sending data to the Platform Services to cease sending such data.

16.4 The Customer acknowledges that the Charges are non-refundable, and HighGround will not refund the Charges or any element of the Charges upon, or as a consequence of, termination of the Agreement.

16.5 HighGround shall provide functionality enabling the Customer to download Customer Data using the Platform Services and during the Data Access Period, subject to applicable technical limitations in the Platform Services from time to time. The Customer acknowledges that HighGround shall not be responsible for downloading the Customer Data or providing the Customer Data to the Customer. If HighGround agrees to download and provide the Customer Data, or to assist the Customer to download the Customer Data, those services shall be subject to additional Charges at HighGround’s standard time-based charging rates.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:

(a) sent by email to the relevant email address specified through the Platform Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient’s email server; or

(b) sent using the contractual notice mechanism incorporated into the Platform Services, in which case the notice shall be deemed to be received upon dispatch,

providing that, if the stated time of deemed receipt is not within working hours in the place of receipt, then the time of deemed receipt shall be when such working hours next begin after the stated time.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, HighGround may subcontract any of its obligations under the Agreement.

19. General

19.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from HighGround to the Customer, or from the Customer to HighGround.

19.2 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

19.3 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.4 HighGround may vary the Subscription Specification and any other term of the Agreement:

(a) to the extent reasonably necessary to enable HighGround or the Customer to comply with applicable law, by HighGround giving to the Customer written notice of the variation;

(b) during any Free Period, by HighGround giving to the Customer at least 5 days’ written notice of the variation; or

(c) during any Subscription Period, by HighGround giving to the Customer 35 days’ written notice of the variation, providing that such variation will only be effective from the start of the Subscription Period following the end of that 35-day notice period.

Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties. The Customer acknowledges that in the event it does not agree to a variation made in accordance with sub-clause (a), (b) or (c) this Clause 19.4, the Customer must terminate the Agreement in accordance with Clause 15.1.

19.5 The Customer hereby agrees that HighGround may assign HighGround’s contractual rights and obligations under the Agreement to any third party. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of HighGround assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Agreement.

19.6 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

19.7 Subject to Clause 13.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of the Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.8 The Agreement shall be governed by and construed in accordance with English law.

19.9 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

20. Interpretation

20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

20.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

SCHEDULE 1 (SLA)

This SLA sets out the basis upon which HighGround will seek to ensure the availability of the Platform Services and provide the Support Services.

1. Definitions

1.1 In this SLA, in addition to the words and phrases defined in the main body of the Agreement:

“Business Day” means any day except a Saturday, Sunday or bank or public holiday in Scotland;

“Error” means any material defect in the Platform Services; and

“Support Hours” means between 08:30 to 17:00 GMT/BST on any Business Day.

2. Availability

2.1 HighGround shall use reasonable endeavours to ensure that the Platform Services are available to the Customer at least 99.9% of the time during each calendar month, subject to Paragraph 2.3.

2.2 HighGround shall measure and calculate availability levels using any reasonable methodology.

2.3 For the purposes of Paragraph 2.1, the Platform Services will not be considered to be unavailable as a result of any period of unavailability arising out of:

(a) scheduled maintenance carried out in accordance with Paragraph 3;

(b) scheduled or emergency maintenance services carried out by any third party; or

2.4 HighGround shall report the availability levels for a calendar month to the Customer promptly following receipt from the Customer of a written request to do so.

2.5 If HighGround fails to meet the service availability levels specified in Paragraph 2.1 during a calendar month, then the Customer shall be entitled to claim service credits as follows:

Availability level during calendar month	Service credits*
Greater than 99.9%	No service credits
Greater than 99.8% but less than or equal to 99.9%	5% of applicable Charges
Greater than 99.5% but less than or equal to 99.8%	10% of applicable Charges
Less than or equal to 99.5 %	15% of applicable Charges

* As a percentage of the periodic Charges payable by the Customer to HighGround with respect to the Platform Services during the calendar month.

2.6 The Customer must claim service credits by sending a written notice of claim to HighGround within the period of 30 days following the end of the calendar month during which the right to the service credits was earned.

2.7 The service credits awarded to the Customer shall be deducted from the next periodic Charges payable by the Customer to HighGround with respect to the Platform Services.

2.8 If the Customer fails to claim service credits in accordance with Paragraph 2.6 and in any case upon the termination of this Agreement, the service credits will be lost, and the Customer will have no right to any compensation in respect of any such lost service credits.

2.9 Except in the case of a material breach of this Agreement, all the Customer’s rights in relation to any breach of the service availability levels set out in this Paragraph 2 are as specified herein.

3. Maintenance

3.1 For the purpose of undertaking scheduled maintenance, HighGround may suspend or limit access to the Platform Services, providing that HighGround shall use reasonable endeavours to ensure that any such suspension is outside Support Hours.

3.2 The Customer acknowledges that HighGround may apply upgrades/updates to the Platform Services and that such updates/upgrades may result in changes to the appearance or functionality of the Platform Services.

3.3 HighGround may periodically publish a release schedule for the development of the Platform Services, but HighGround shall not be bound by any published release schedule.

3.4 HighGround shall give the Customer reasonable prior written notice of any significant changes that affect the existing functionality of the Platform Services and may impact the Customer’s use of the Platform Services.

3.5 HighGround is under no obligation to delay or cancel any scheduled maintenance or updates/upgrades in the event of any objection notified by the Customer.

4. Errors

4.1 The Customer shall promptly notify HighGround of any Error of which the Customer becomes aware.

4.2 HighGround shall use reasonable endeavours to correct any reported Error as soon as practicable within the relevant target resolution time set out in this SLA. The Customer acknowledges that HighGround cannot and does not guarantee or warrant that it will correct any Error within any specific timescale or at all.

4.3 HighGround will work with the Customer to determine, in HighGround’s reasonable opinion, whether a reported issue is related to the Platform Services or third party services, software and/or hardware. If HighGround determines that an issue is due to third party services, software and/or hardware outside its control, it will have no obligation to assist in the resolution of the issue. If HighGround determines that an issue is an interface conflict with third party services, software and/or hardware, HighGround may, at its sole discretion, agree to work with the third party to resolve the issue, such work to be charged by HighGround at its standard time-based charging rates.

4.4 Reported Errors shall be classified by HighGround as follows:

Definition	Examples
Critical: This is a severe problem, no workaround is available, and immediate attention is needed.	A major server outage; no users are able to log into the Platform Services; core Platform Services features are not functioning resulting in the Platform Services becoming unusable.
Serious: This is a serious problem. No workaround is available.	Core Platform Services features are not functioning correctly resulting in a serious disruption to users' ability to use the Platform Services, where a short-term workaround is not available.
Moderate: This is a moderate problem. A workaround may or may not be available.	Platform Services features are not functioning correctly resulting in moderate disruption to users' ability to use the Platform Services, where a short-term workaround is not available.
Minor: This is a minor problem. Users will still be able to perform work.	Platform Services features are not functioning correctly resulting in minor inconvenience to users' ability to use the Platform Services.

4.5 Target response times and target resolution times for Errors will be as follows:

Error	Target Response Time	Target Resolution Time
Critical	2 Support Hours	8 Support Hours
Serious	4 Support Hours	16 Support Hours
Moderate	1 Business Day	10 Business Days
Minor	5 Business Days	Resolution will be within a period proportionate to the problem in question.

4.6 HighGround will not be obliged to carry out any work in relation to an Error outside the Support Hours; but if HighGround does so at the Customer’s request it will be entitled to charge the Customer in accordance with at its standard time-based charging rates.

5. Support Services provision

5.1 HighGround shall publish support contact details through the Support Portal, which the Customer may use for the purposes of requesting Support Services; and the Customer must not use those contact details for any other purpose.

5.2 The Customer must:

(a) use reasonable endeavours to resolve issues relating to the Platform Services using the Support Portal before contacting HighGround;

(b) provide to HighGround all such information as is reasonably requested by HighGround in relation to the provision of the Support Services; and

(c) follow all reasonable instructions of HighGround in relation to issues with the Platform Services identified through the Support Services.

5.3 The Support Services shall be subject to those limits specified in the Support Portal from time to time.

5.4 The Customer acknowledges that issues relating to the Platform Services may take time to resolve, and that specific issues may not be resolved until a scheduled major Platform Services update or at all.

Schedule 2 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the “Policy“) sets out the rules governing:

(a) the use of our HighGround hosted services, including any application programming interface for those services (the “Services“); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).

1.2 References in this Policy to “you” are to any customer for the Services and any other user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to M3 Networks Limited (and “we” and “our” should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 We will notify you of any significant changes to this Policy.

1.6 To the extent that your Content is not effectively licensed to us under a customer contract, you grant us a worldwide non-exclusive, royalty-free licence to use that Content for the purposes of providing services to our customers.

2. General usage rules

2.1 You may only use the Services in accordance with the licence we have granted to our customer, and for the business purposes of our customer, subject to the prohibitions and restrictions set out in this Policy.

2.2 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.3 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.4 You must not use the Services in any way that uses excessive resources and as a result is liable to cause a material degradation in the services we provide to our other customers and users; and you acknowledge that we may use reasonable technical and other measures to limit the use of Services resources for the purpose of assuring services to our customers and users generally.

2.5 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(f) be in contempt of any court, or in breach of any court order;

(g) constitute a breach of racial or religious hatred or discrimination legislation; or

(h) constitute a breach of official secrets legislation.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material and etiquette

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3 Content must not be pornographic or sexually explicit.

4.4 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour in the work environment.

4.5 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

4.6 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

4.7 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

4.8 You must not use the Services for the purpose of deliberately upsetting or offending others.

4.9 You must at all times be courteous and polite to other users of the Services.

5. Data mining

5.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

6. Harmful software

6.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

6.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

7. Limitations of liability

7.1 Nothing in this Policy will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

7.2 In addition, this Policy will not affect any liability we may have to any customer for the Services under the applicable customer contract.

7.3 You acknowledge that KPIs, scores, metrics, goals, risks, risk ratings, security posture profiles, summaries and levels generated by the Services (including those relating to threats, compliance and finance) (“Metrics“) are or may be probabilistic simplifications or summaries based upon the data provided by our customer, and accordingly:

(a) if the customer data is inaccurate, incomplete, outdated or otherwise defective then the Metrics may be defective;

7.4 Subject to the foregoing, our maximum aggregate liability to you for any loss or damage arising out of or relating to your use of the Services shall be GBP 100.00.

8. Contact details

8.1 Our contact email address (for service recipients, governmental authorities and others) is support@highground.io.

8.2 Any person can notify us of unlawful material or other material on our Services that breaches this Policy by writing to support@highground.io.

Schedule 3 (Services Providers)

This Schedule 3 applies (and only applies) where the Customer is a managed services provider or other services provider and the Subscription Specification expressly allows the Customer (referred to in the remainder of this Schedule 3 as the “SP“) to provide services using the Platform Services and to resell the Platform Services to the SP’s own customers (“End Customers“).

1. Compliance and responsibilities

1.1 The SP shall only be entitled to:

(a) provide services to End Customers using the Platform Services and market its own separate services via the Store; and

(b) grant access to the Platform Services to End Customer users (who shall be considered to be “Customer Users” for the purposes of this Agreement),

(“SP Services“) for so long as the SP complies with the other provisions of this Schedule 3.

1.2 The SP shall be exclusively responsible for:

(a) marketing and selling the SP Services;

(b) determining the prices of the SP Services;

(d) managing End Customer relationships and communicating with End Customers; and

(e) training End Customer personnel and providing support in relation to the End Customers’ use and enjoyment of the SP Services.

2. HighGround Trade Marks

2.1 HighGround may from time to time during the Term grant to the SP a right to use its trade marks. Such trade marks (the “HighGround Trade Marks“) shall be expressly identified by HighGround in writing. HighGround grants to the SP a non-exclusive licence to use the HighGround Trade Marks during the Term for the purposes (and only for the purposes) of marketing the SP Services, providing that HighGround has given its prior written consent in relation to the type of use in question.

2.2 The SP must ensure that all uses of HighGround Trade Marks will be in accordance with any style guide provided or made available by HighGround to the SP.

2.3 Notwithstanding any other provision of the Agreement, the SP must not use HighGround Trade Marks in any way that will or may:

(a) invalidate or lead to the revocation of or otherwise jeopardise any registered trade mark protection benefiting HighGround Trade Marks;

(b) assist with any application to cancel or invalidate any registered HighGround Trade Mark or any opposition to any application by HighGround to register any HighGround Trade Mark;

(d) prejudice the right or title of HighGround to HighGround Trade Marks; or

(e) bring HighGround or any HighGround Trade Mark into disrepute.

2.4 All goodwill arising as a result of, or in relation to, the use of HighGround Trade Marks will accrue exclusively to HighGround.

2.5 Following receipt of a written request from HighGround to do so, the SP shall promptly execute any document that is reasonably required to enable HighGround to register, record or protect its rights in HighGround Trade Marks, and shall provide reasonable assistance to HighGround in relation to any application to register a HighGround Trade Mark, or in relation to the maintenance of any HighGround Trade Mark registration.

2.6 If HighGround considers that any use of HighGround Trade Marks by the SP breaches the provisions of this Clause or is otherwise undesirable, HighGround may issue a notice to the SP requesting that such usage cease, and the SP must ensure that such usage will cease within 7 days following receipt of such a notice.

2.7 The SP shall promptly comply with all reasonable written requests made by HighGround concerning the use of HighGround Trade Marks. Within 14 days following the termination of the Agreement, the SP must cease to use HighGround Trade Marks and must remove or permanently obscure HighGround Trade Marks that appear on any works and materials in the possession or control of the SP or, to the extent that neither removal nor permanent obscuring is practicable, deliver to HighGround or destroy (as HighGround shall determine) all those works and materials in the possession or control of the SP on which HighGround Trade Marks appear.

3. Acceptable Use Policy

3.1 The SP must ensure that all:

(a) End Customers; and

(b) End Customer personnel that use the Platform Services,

agree to and comply with Schedule 2 (Acceptable Use Policy), or agree to and comply with substantially equivalent provisions, including the limitations of liability set out therein.

4. SP Indemnity

4.1 The SP shall indemnify and shall keep indemnified HighGround against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by HighGround and arising directly or indirectly as a result of:

(a) any failure of the SP to comply with this Schedule 3; or

(b) any claims or proceedings by any End Customer against HighGround, or against any third party, relating to the reliance of that End Customer on, or use by that End Customer of: (i) the Platform Services; or (ii) any Metrics or other information generated by the Platform Services.

5. Termination of End Customer contracts

5.1 The SP must ensure that, if the Agreement terminates, all the subsisting contracts between the SP and each End Customer will simultaneously and automatically terminate.

6. End Customer protection

6.1 Without prejudice to the restrictions in Clauses 6.1 and 10 of the main body of the Agreement, HighGround must not use any Customer Data concerning an End Customer for the purposes of:

(a) marketing, selling or providing professional services, managed services or IT support services (excluding support in with respect to the Platform Services); or

(b) soliciting, enticing or procuring the End Customer to limit or terminate its commercial relationship with the SP,

unless the SP agrees to such use in writing.

6.2 The SP must not, whether by contract or otherwise, prevent, prohibit or inhibit any End Customer from engaging HighGround or any third party to provide the Platform Services or similar services to the End Customer after the termination of the SP’s contract with the End Customer.

6.3 The SP acknowledges that:

(a) during the Term and thereafter, HighGround may contact an End Customer directly in relation to the current use of the Platform Services by or on behalf of the End Customer; and

(b) at any time following the termination of the Agreement or the issue of a notice of termination with respect to the Agreement, HighGround may contact an End Customer directly to discuss the continuing provision of the Platform Services to the End Customer following such termination, whether directly by HighGround or through a third party reseller or managed services provider.

Schedule 4 (Professional Services)

If the Customer purchases professional services or managed services from HighGround via Store or otherwise via the Platform Services, the provisions of the M3 Networks Limited Terms and Conditions shall apply with respect to that purchase and those professional services. A copy of the M3 Networks Limited Terms and Conditions are available at:

https://m3networks.co.uk/wp-content/uploads/2023/10/m3-Networks-Limited-Terms-and-Conditions.pdf