Updated August 2022

1. We grant You a non-transferable, non-exclusive right to allow You and the Users access to the Services and the Functionality during the Licence Term.
2. Subject to clause 5.3 You must not grant access to the Services and the Functionality to anyone other than a User during the Licence Term.
3. If a Third Party(ies) requires access to the Services and Functionality, you must let Us know in advance in writing, and in any event prior to the Effective Date. We may at Our discretion allow that Third Party(ies) access to the Services and Functionality. If we do allow that Third Party(ies) access to the Services and Functionality this will be specifically confirmed by Us and set out in the Order Form. In accordance with clause 4.1(h) You shall be responsible for any Third Party(ies) breach of Agreement and liable for all acts, errors or omissions of the Third Party(ies) as if they were the acts and omissions of You. You shall ensure that the Third Party(ies) shall comply with the provisions of this Agreement.
4. Except to the extent such activities are expressly ageed by the parties, Your rights to benefit from the Services does not permit You, the Users or the Third Party(ies) to:
   1. copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Services;
   2. except as otherwise expressly provided in the Order Form use the Services to provide outsourced services to third parties or make available to any third party or allow or permit a third party to do so;
   3. combine, merge or otherwise permit the Services (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
   4. access all or any part of the Services and the Functionality in order to build a product or service which competes with the Services and/or the Functionality;
   5. attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
   6. to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
5. You warrant and represent that You shall, and ensure that Users and Third Party(ies) shall, keep confidential and, except as provided for in this Agreement, not share with any third party their password or access details provided to facilitate access to the Services. You shall contact Us if updates to any list of Users given to Us are required, including when Users cease to be employed or engaged by You.
6. You shall not, and shall procure that the Users and Third Party(ies) shall not, introduce any Virus that may infect or cause damage to the Services or Our systems or otherwise disrupt the provision of the Services.
7. You shall not, and shall procure that Users and Third Party(ies) shall not, distribute or transmit any material during the course of the use of the Services that is Infringing Data.
8. You shall not be permitted to frame or mirror any part of the Services other than as permitted by the Functionality or with Our express written consent.
9. We reserve the right to monitor usage by all Users and Third Party(ies) (by way of audits or otherwise) during the Licence Term for the purpose of (among others) ensuring compliance with the terms of this Agreement. Any audit may be carried out by Us or a third party authorised by Us. If any audit reveals that any password has been provided to an individual that is not a User, You shall, without delay, disable any such passwords and notify Us immediately.
10. In the event of unauthorised use of the Services by You, Users or a Third Party(ies), We reserve the right to deny You, Users or Third Party(ies) access to the Services, without prior notification.
11. You shall use all reasonable endeavours to prevent any authorised access to, or use of, the Services and/or the Functionality and, in the event of any such unauthorised access or use, promptly notify Us.
12. You shall take all reasonable steps to ensure that all Users and Third Party(ies) comply with their obligations under Applicable Law and the Data Protection Requirements.
13. The rights provided under this clause are granted to You only, and shall not be considered granted to Your Group Companies unless agreed by Us in writing in advance of any use by such entity.