Effective March 31, 2026
1. Introduction
1.1 These terms and conditions (the “Terms”) govern your (“Customer”) use of the services of the supplier (“Supplier”):
Customer and Supplier are jointly referred to as “Parties” and each a “Party”.
1.2 By subscribing to the Services of Supplier, Customer agrees to be bound by these Terms.
2. Interpretation: The below definitions apply in these Terms.
Authorized Users: Those employees, agents and independent contractors of Customer who Customer authorizes to use the Services and the Documentation.
Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.
Customer Data: Any data submitted by Customer, Authorized Users, or Supplier on the Customer’s behalf for the purpose of using the Services or facilitating Customer’s use of the Services.
Documentation: The documentation made available to Customer by Supplier online or by such other means notified by Supplier to Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: The date when Customer subscribes to the Services.
Fees: The fees payable by Customer to Supplier for the Services, as has been agreed on between Customer and Supplier.
Services: The services provided by Supplier to Customer under these Terms.
Software: The online software applications provided by Supplier as part of the Services.
3. The Services
Subject to the Customer paying the Fees and other conditions of these Terms, Supplier hereby provides the Services to the Customer on a non-exclusive, non-transferable basis, together with the right to permit the Authorized Users to use the Services and the Documentation during the term of these Terms solely for Customer’s own operations.
4. Customer Data
Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5. Supplier’s Obligations
5.1 Supplier undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.
5.2 The undertaking in clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Supplier’s instructions, or modification or alteration of the Services by any party other than Supplier or Supplier’s duly authorized contractors or agents.
5.3 Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.4 Supplier shall also:
A. comply with all applicable laws and regulations with respect to its activities under these Terms;
B. carry out all its responsibilities set out in these Terms in a timely and efficient manner; and
C. obtain and shall maintain all necessary licenses, consents, and permissions necessary for it to perform its obligations under these Terms, including without limitation the Services.
6. Customer’s Obligations
6.1 The Customer shall:
A. provide Supplier with all necessary cooperation in relation to these Terms; and all necessary access to such information as may be required by Supplier in order to render the Services;
B. comply with all applicable laws and regulations with respect to its activities;
C. carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
D. ensure that the Authorized Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorized User’s breach of these Terms;
E. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
F. ensure that its network and systems comply with the relevant specifications provided by Supplier from time to time;
G. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Supplier’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and
H. allow Supplier to use the Customer’s name, logo and/or trademarks in any marketing communication, unless communicated otherwise by the Customer.
6.2 The Customer shall not:
A. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
B. Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
C. Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
D. Use the Services and/or Documentation to provide services to third parties; or
E. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or
F. Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation.
6.3 Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Supplier.
7. Proprietary Rights
7.1 The Customer acknowledges and agrees that Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
7.2 Supplier shall indemnify and hold harmless the Customer in relation to any infringement by Supplier of any third-party intellectual property rights.
8. Confidentiality
8.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms.
8.2 Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.
8.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
8.4 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Supplier’s Confidential Information.
8.5 Supplier acknowledges that the Customer Data is the Confidential Information of Customer.
8.6 The above confidentiality obligations shall remain in force regardless of the termination of these Terms for any reason.
9. Limitation of Liability
9.1 This clause 9 sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer in respect of:
A. Any breach of these Terms;
B. Any use made by Customer of the Services and Documentation or any part of them; and
C. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
9.2 Except as expressly and specifically provided in these Terms:
A. Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use. Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supplier by Customer in connection with the Services, or any actions taken by Supplier at the Customer’s direction; and
B. The Services and the Documentation are provided to the Customer on an “as is” basis.
9.3 Supplier’s liability shall be as follows:
A. Supplier undertakes at its own expense to defend Customer or, at its option, settle any claim or action brought against Customer alleging that the use by Customer of the Services infringes the intellectual property rights of any third party.
B. Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information (in relation to loss or corruption of data or information, other than due to Supplier’s intention or gross negligence), or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
C. Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Fees paid by Customer for the Services during the 12 months immediately preceding the date on which the claim arose. The above limitation shall not apply to any loss resulting from Supplier’s (i) infringement of any third-party intellectual property rights or (ii) breach of any data protection legislation.
10. Fees and Other Payments
10.1 The Customer shall pay Fees and other payments to the Supplier for the Services in accordance with the Accepted Agreement (Quote) and executed by the parties.
10.2 If the Supplier has not received payment within 30 days after the due date, and the Customer has not disputed the amount in good faith, then without prejudice to any other rights and remedies of the Supplier:
A. the Supplier mau, without liability to the Customer, disable the Customer's password, account, and access to all or part of the Services. The Supplier shall be under no obligation to provide any or all of the Services while the relevant invoices(s) remain unpaid; and
B. Interest shall accrue on overdue amounts at an annual rate of 8%, commencing on the due date and continuing thereafter until payment is received in full.
10.3 All amounts and fees stated or referred to here:
A. Shall be payable in the currency specified in the Accepted Agreement;
B. Are non-cancellable and non-refundable; and
C. Are exclusive of value-added tax where applicable.
10.4 The Supplier shall be entitled to increase Fees at the start of each calendar year by up to 5%, upon providing the Customer with 90 days’ prior written notice.
11. Term and Termination
11.1 These Terms shall commence on the Effective Date.
11.2 Either Party can terminate these Terms by giving the other Party a three-month prior written notice at any time after a six-month non-cancellable period from the Effective Date.
11.3 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate these Terms without liability to the other at any time if:
A. the other Party commits a material breach of any of the terms of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or
B. the other Party enters into insolvency proceedings or takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.4 On termination of these Terms for any reason:
A. all licenses granted under these Terms shall immediately terminate;
B. each Party shall return and make no further use of any equipment, property, Documentation, and other items (and all copies of them) belonging to the other Party;
C. supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless Supplier receives, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to Customer of the then most recent back-up of the Customer Data. Supplier shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Supplier in returning or disposing of Customer Data; and
D. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
12. Data Protection
12.1 In conjunction with these Terms, the Parties enter into a Personal Data Processing Agreement which governs the processing of personal data under these Terms.
12.2 The Personal Data Processing Agreement forms an integral part of these Terms and applies to Supplier’s processing of personal data on behalf of Customer, unless otherwise agreed in writing between the Parties.
13. Force Majeure
Supplier shall have no liability to Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions, or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Supplier or any other party), failure of a utility service or transport or telecommunications network, the act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that Customer is notified of such an event.
14. Assignment
14.1 Customer shall not, without the prior written consent of Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
14.2 Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms to or with any company within Supplier’s group of companies.
15. Amendments to these Terms
Supplier shall be entitled to amend these Terms by giving Customer a prior written notice thereof.
16. Governing Law and Jurisdiction
16.1 These Terms and conditions shall be governed by and construed in accordance with the governing law applicable to the relevant Encore Pro contracting entity under the Agreement. For the avoidance of doubt:
A. where the contracting entity is Encore Pro Inc., this Data Processing Agreement shall be governed by the laws of the State of Connecticut, United States;
B. where the contracting entity is Encore Pro ApS, this Data Processing Agreement shall be governed by the laws of Denmark; and
C. where the contracting entity is Encore Pro Ltd, this Data Processing Agreement shall be governed by the laws of England and Wales.
16.2 Any dispute arising from or in connection with these Terms and conditions shall be brought exclusively before the courts in the jurisdiction as stipulated in 15.1.
