GENERAL TERMS & CONDITIONS OF CHARTICA LTD (“Conditions”)

LAST UPDATED: NOVEMBER 2024

Chartica Ltd (company number 15603151) (we and us) is a company registered in England and Wales and our registered office is at 70 Jesmond Avenue, Wembley, HA9 6EA, England. We operate the website https://www.chartica.co.uk

Agreed terms

Interpretation
Definitions:
"Business Day"
a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
"Charges"
the charges payable by the Client for the Services by Chartica, as set out in the Statement of Work.
“Client Data”
means any Client data that is imported into the Service or that is generated from such Client data as a result of the Client’s use of the Service.
"Control"
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Data Protection Laws”
incorporates (i) EU GDPR – General Data Protection Regulation (EU regulation 2016/679) (ii) UK GDPR General Data Protection Regulation and the Data Protection Act 2018 as applied, varied, supplemented and replaced by the laws of England from time to time (“GDPR”) and other applicable laws governing data privacy.
"Effective Date"
the day on which Chartica is to start provision of the Services, as set out in the Statement of Work.
“Intellectual Property Rights”
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.
“Plan”
means the applicable plan for the Client’s use of the Service, as specified in the Statement of Work.
"Services"
the services to be provided by Chartica, as described in the Statement of Work, including data dashboards enabling businesses to visualize and manage their data.
“Statement of Work”
means the written statement of work provided by Chartica and entered into by Chartica and the Client containing the pricing, usage details, features, Subscription Period, and referencing these Conditions.
“Subscription Period”
means the current duration of the Client’s subscription to use the Service, as specified in a Statement of Work.
“User”
means any employee of the Client, to whom the Client provides account credentials to access and use the Service.

1.2. Interpretation

Any terms defined in the Statement of Work shall have the same meaning in these Conditions.
A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.

2. Our Agreement with you

These Conditions, together with the Statement of Work set out a legally binding agreement between us (Agreement).
The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
The following order of precedence shall be applied in the event of conflict or inconsistency between any terms of this Agreement: (i) the Statement of Work; and (ii) these Conditions.

3. Commencement and term

The Agreement shall commence on the date when the first Statement of Work has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than three months' written notice to terminate (or such shorter time as agreed by Chartica in writing).

4. Supply of services

Chartica shall supply the Services to the Client from the Effective Date in accordance with the Agreement.
In supplying the Services, Chartica shall:

perform the Services with reasonable care and skill;
use industry standard practices for information security (such as password protection, encryption, firewall protection, logging, and monitoring) when providing the Service;
use reasonable endeavours to perform the Services in accordance with the service description set out in the Statement of Work;
use all reasonable endeavours to meet any performance dates specified in the Statement of Work, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement;

Chartica will use reasonable endeavours to provide the Services but Chartica shall not be liable for any failure resulting from factors outside Chartica’s control.
Subject to Client’s payment of the applicable fees, Chartica shall make the Service available to Client in accordance with the Statement of Work during the Subscription Period and hereby grants to Client a non-exclusive, non-transferable, non-sublicensable right to permit Users to remotely access and use the Service solely for Client’s own internal business purposes, as permitted by and subject to the Documentation and the terms of the Agreement. Any charges from a Data Source or a Data Destination shall be Client’s responsibility (e.g. as part of the relationship between Client and such third party).
Chartica may change or modify the Service at any time, provided that during the Subscription Period, Chartica shall not materially degrade or eliminate any of the core functionalities of the Service, unless if required by any applicable statutory or regulatory requirement
Client shall be automatically entitled during the Subscription Period to any functionality that is (as determined by Chartica, acting reasonably) a direct replacement or succession of any functionality of the Service without any payment of additional fees. For the avoidance of any doubt, Client shall not be entitled to any functionality that is beyond the scope of an Statement of Work. Where Chartica has materially degraded or eliminated any core functionality of the Service and no equivalent functionality is otherwise made available to Client, then Client may terminate the Agreement within thirty (30) days of the change going into effect and shall be entitled to a pro rata refund of any prepaid fees remaining for the Subscription Period.

5. Client's obligations

The Client shall co-operate with Chartica in all matters relating to the Services and provide, in a timely manner, such access or information as Chartica may reasonably require.
The Client is solely responsible for the accuracy, quality, and integrity of the Client Data. The Client represents and warrants that it has collected and shall maintain and process all Client Data in compliance with all applicable laws, including but not limited to privacy and data protection laws and regulations, and any other terms and conditions applicable to the Client Data (i.e. as required by a Data Source). Client is solely responsible for determining the suitability of the Service, or the results thereof, for Client's business.
In providing the Service, Chartica analyses data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom) (“Usage Data”) and uses Usage Data to provide support services to Client, including carrying out diagnostic and corrective measures, to improve and enhance the Service (i.e. proactive support services), for the benefit of Client. Further, after anonymization and/or aggregation (during and after the Subscription Period), Chartica shall be entitled to (i) subject to Section 7 (Confidentiality), use Usage Data to generally improve and enhance the Service and for development, diagnostic and corrective purposes in connection with the Service and other offerings, and (ii) disclose Usage Data solely in aggregated or other de-identified form in connection with its business.
Client is solely responsible for maintaining the status of its Users and will safeguard all User authentication credentials. Client is responsible for all activities that occur under its account or by its Users, including without limitation unauthorised access. Client will notify Chartica immediately if Client believes an unauthorized third party may be using Client’s account or if any of Client’s Users’ authentication credentials are lost or stolen.
If Chartica's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, consultants or employees, Chartica shall:

not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
be entitled to payment of the Charges despite any such prevention or delay; and
be entitled to recover any additional costs, charges, or losses Chartica sustains or incurs that arise directly or indirectly from such prevention or delay.

Except as explicitly stated in this Agreement, Client shall not: (i) sublicense, license, sell, lease rent or otherwise make the Service available to a third party; (ii) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; (iii) share non-public Service features or content with any third party; (iv) copy any ideas, features, functions or graphics of the Service or translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service; (v) use the Service to infringe the Intellectual Property Rights of any entity or person; (vi) interfere with or disrupt the Chartica software or Chartica systems used to provide or host the Service, or other equipment or networks connected to the Service; (vii) access the Service in Statement of Work to build a competitive product or service, or to build a product using similar ideas, features, functions or graphics of the Service; or (viii) violate Chartica’s Acceptable Use Policy.

6. Charges and payment

In consideration for the provision of the Services, the Client shall pay Chartica the Charges
All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Chartica at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
Client shall pay to Chartica the Charges for the Service provided hereunder, in the amount set forth in the Statement of Work, by (i) recurring credit card charges made on the first day of each Subscription Period, or (ii) invoice in advance of the Subscription Period within thirty (30) days from the invoice date to a bank account nominated in writing by Chartica.
If the Client fails to make any payment due to Chartica under the Agreement by the due date for payment, then, without limiting Chartica's remedies under clause 11 (Termination):

the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Chartica may suspend all Services until payment has been made in full; and
Chartica Ltd shall have the right to terminate this Agreement with immediate effect.

All amounts due under the Agreement from the Client to Chartica shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Chartica may increase the fees for the Service, which will be effective at the beginning of any renewal Subscription Period. Chartica will notify the Client of any increase prior to it becoming effective; notice may be in the form of an invoice.

7. Intellectual Property

Chartica, or its licensors, own all right, title, and interest in and to any and all Intellectual Property Rights in and to the Service, including without limitation all software, integrations, technology, and other rights used to provide the Service, and all graphics, user interfaces and documentation, and any improvements, design contributions, derivative works, knowledge, know-how or processes related thereto, and/or provided hereunder. Except for the limited rights expressly granted herein, the Agreement does not transfer from Chartica any proprietary right or interest in the Service. All rights not expressly granted to Client in the Agreement are reserved to Chartica and its licensors. Client may provide suggestions, ideas, corrections, or other feedback regarding the Service to Chartica. Client grants Chartica a worldwide, perpetual, royalty-free license to use, reproduce, publish, and distribute such feedback to improve the Service.
Client shall own all right, title and interest in and to any Intellectual Property Rights in and to the Client Data. Except for the limited rights expressly granted herein, the Agreement does not transfer from Client any proprietary right or interest in the Client Data. All rights regarding Client Data not expressly granted to Chartica in the Agreement are reserved to Client.
Chartica warrants that it shall exercise commercially reasonable efforts designed to keep the Service free of all computer viruses, Trojan horses, and comparable malicious code intended to harm Client’s systems (collectively, “Virus”), provided that Chartica shall not be liable for breach of this warranty for any such Virus that is placed on the Service by Client or its Users or any third party.
Except as expressly provided in the agreement, neither party makes any representations, warranties, terms, conditions or statements, express or implied, statutory or otherwise regarding any matter, including the merchantability, suitability, originality, fitness for a particular use or purpose, or non-infringement. Chartica does not warrant any results to be derived from the use of or integration with the service or other materials provided under the agreement, or that the service will be secure, uninterrupted, free of harmful components, or error free.

8. Data

Each party undertakes to comply with its obligations under relevant applicable Data Protection Laws.
We are committed to protecting your data in compliance with data privacy laws (e.g., GDPR). For further details, please review our Privacy Policy.
You are responsible for maintaining the security of your Google and Looker accounts and other related services. We are not responsible for any data breaches resulting from third-party service providers or unauthorized access to your accounts.
You retain ownership of all data you upload or integrate through our Service.
You grant us a limited, non-exclusive license to use, store, and process data as necessary to provide the Service

9. Third Party Indemnification

The Client shall indemnify Chartica against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by Chartica arising out of or in connection with any claim brought against Chartica, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this agreement of the Client Data or actions undertaken by the Client’s Users.
For avoidance of doubt, this indemnity shall not be subject to the limitations of liability set out in clause 10.

10. Limitation of liability

Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 10.1:

In the event of a breach of any obligations under this Agreement each party’s total liability to the other for all other loss or damage, other than in respect of clause 9 (Third Party Indemnification), shall not exceed 100 percent. of the total Charges in the 12 month period immediately prior to the breach.

Subject to clause 10.1, this clause 10.3 sets out the types of loss that are wholly excluded:

loss of profits;
loss of sales or business;
loss of agreements or Agreements;
loss of anticipated savings;
loss of use or corruption of software, data, or information;
loss of or damage to goodwill; and
indirect or consequential loss.

Chartica has given commitments as to compliance of the Services. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
Unless the Client notifies Chartica that it intends to make a claim in respect of an event within the notice period, Chartica shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11. Termination

The term of the Agreement shall begin on the date of this Agreement and shall continue for the Subscription Period or as set out in the Statement of Work, unless terminated by one of the Parties in accordance with the Agreement. Unless Client provides notice of termination at least thirty (30) days prior to the end of the then current Subscription Period, the Subscription Period will renew automatically for an additional time period corresponding to the prior Subscription Period.
Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 working days after being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by Statement of Work of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

Without affecting any other right or remedy available to it, Chartica may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Agreement on the due date for payment; or there is a change of control of the Client.
On termination of the Agreement for whatever reason:

the Client shall immediately pay to Chartica all of Chartica's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Chartica may submit an invoice, which shall be payable immediately on receipt;
any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect; and
termination of the Agreement shall not affect any of the rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

12. General

Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.

Chartica may assign, transfer, charge, sub-Agreement, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the Client.
The Client shall not assign, transfer, charge, sub-Agreement, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of Chartica.

Confidentiality.

Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, Clients, clients, or suppliers of the other party, except as permitted by clause 12.3.
Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, sub-contractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

Entire agreement.

The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

Variation. Chartica may amend the General Terms from time to time by posting the amended version of the General Terms at its website. Such amended General Terms shall be deemed accepted by Client and become effective upon posting.
Waiver.

A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 12.7 shall not affect the validity and enforceability of the rest of the Agreement.
Notices.

Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the address specified in the Statement of Work.

Any notice shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8.2(c), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Third party rights. The Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
Governing law. The 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.
Jurisdiction. 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 the Agreement or its subject matter or formation.