Company Name: Omni Tend Ltd

COMPANY NUMBER: 15219162

SaaS Terms of Service

NB. These are the SaaS terms, relevant for those wishing to create an account and utilise the services provided by Omni Tend. For general website usage terms, please see https://omnitend.com/terms-of-use

Last updated: 04 December 2025

By accessing or using the Services, you agree to be bound by this Agreement.

Key Definitions: In this Agreement:

• "SaaS Provider", "we", "us", or "our" means Omni Tend Ltd, Company Number: 15219162
• "Customer" or "you" means the individual or entity entering into this Agreement
• "Services" means the SaaS Services and Support Services provided by the SaaS Provider
• "Business Day" means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and public holidays
• "Effective Date" means the date on which the SaaS Provider provides the Customer with an account to access and use the Services

Additional terms are defined in Section 22 (Definitions and Interpretation).

1. Acceptance

1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Omni Tend Ltd (referred to as "SaaS Provider", "we" or "us") and the user (referred to as "Customer" or "you"), collectively referred to as the Parties or each a Party (Agreement).
2. The SaaS Provider owns, or holds the relevant rights to, the Omni Tend Software and will license the use of the Software as a service to the Customer.
3. The Customer wishes to license the SaaS Services, which are accessed via a unique subdomain provided to the Customer (e.g., customername.omnitend.io) ("Platform"), from the SaaS Provider.
4. This Agreement sets out the terms upon which the SaaS Provider has agreed to grant a license to the Customer to use the SaaS Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with an account (Customer's account) to access and use the Services (Effective Date).
5. By accessing and/or using the Services you:
   1. warrant to us that you are at least 18 years of age;
   2. warrant to us that you have reviewed this Agreement, including our Privacy Policy (available on the Website), and you understand it;
   3. warrant to us that you have the legal capacity to enter into a legally binding agreement with us; and
   4. agree to use the Services in accordance with this Agreement.
6. By using our Services and subscribing on our Platform, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

2. Services

1. On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
2. The Customer agrees the SaaS Provider owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer including any Customer configuration documentation.
3. The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time at its discretion.
4. The Parties agree that the SaaS Provider:
   1. will supply the Services on a non-exclusive basis;
   2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
   3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
5. The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
6. Data Accuracy Disclaimer
   All data, reports, analytics, and calculations provided by the Services are supplied "as-is" without warranty. The Customer is solely responsible for verifying data accuracy before relying on it for business decisions. The SaaS Provider has no liability for business decisions, losses, or damages arising from Customer's reliance on data from the Services, whether accurate or inaccurate.
7. Beta Features
   The SaaS Provider may release features labeled as "beta," "experimental," or "preview." Beta Features are provided "as-is" and may contain bugs, errors, or be changed or discontinued at any time. Use at own risk.

3. SaaS Service Licence

1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the SaaS Provider's intended purpose for the SaaS Services (SaaS Licence).
2. The Customer agrees that the SaaS Licence:
   1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
   2. permits the Customer to use the SaaS Services in accordance with the SaaS Services' normal operating procedures; and
   3. permits the Customer to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into Customer's services to its customers, as applicable.
3. Legacy lifetime licences (if any) remain subject to these terms, are non-transferable, and are non-refundable.

4. Licence Restrictions

1. The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the SaaS Provider's Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
   1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;
   2. "frame", "mirror" or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
   3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or
   4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
2. The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within the United Kingdom or the jurisdiction in which the Customer or its Personnel are located.

5. Data

1. The Customer grants the SaaS Provider a limited licence to use the Data to: (i) supply the Services; (ii) perform de-identified analysis for platform improvements and benchmarking; (iii) diagnostic purposes; (iv) test and enhance the Services; and (v) develop other Services.
2. The Customer warrants that: (i) it owns or has rights to use the Data; (ii) the Data does not breach laws or infringe third party rights; and (iii) it has obtained necessary consents for personal data.
3. The Customer acknowledges that: (i) the SaaS Provider is not liable for errors, omissions, or losses in Data processing; (ii) the SaaS Provider may relocate Data as necessary to provide the Services; and (iii) the SaaS Provider is not responsible for Data corruption caused by the Customer.
4. The Customer indemnifies the SaaS Provider for Data corruption or loss not caused by the SaaS Provider's negligence.

6. Support and Service Levels

1. During the Term, the SaaS Provider will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
   1. the Customer provides the SaaS Provider with notice for applicable Services in accordance with any applicable system and processes as set out on the Website or within the Platform, as applicable; and
   2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the SaaS Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).
2. Unless otherwise agreed in writing in a separate Service Level Agreement, the SaaS Provider provides the Services without any guaranteed service levels, uptime commitments, or response time guarantees. Any Service Levels referenced on the Website or in documentation are aspirational targets only and do not constitute binding commitments.
3. Access to Customer Data for Support Request:
   For the purpose of providing support and maintenance services, the Customer hereby grants Omni Tend the right to access, use, and modify the Customer Data as necessary to address and resolve support requests. Omni Tend agrees to maintain the confidentiality of the Customer Data and to use such data solely for the purpose of resolving the support issues.

7. SaaS Provider Additional Responsibilities and Obligations

1. The SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.

8. Customer Responsibilities and Obligations

1. The Customer will provide all materials reasonably required by the SaaS Provider to perform the Services.
2. The Customer must, at the Customer's own expense:
   1. provide all reasonable assistance and cooperation to the SaaS Provider in order to enable the SaaS Provider to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the SaaS Provider to provide the Services;
   2. use reasonable endeavours to ensure the integrity of the Data;
   3. permit the SaaS Provider and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;
   4. ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and
   5. make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
3. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
   1. to break any law or infringe any person's rights including but not limited to Intellectual Property Rights;
   2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
   3. in any way that damages, interferes with or interrupts the supply of the Services.
4. The Customer acknowledges and agrees that:
   1. it is responsible for all users using the Services including its Personnel and any Authorised Users;
   2. its use of the Services will be at its own risk;
   3. it is responsible for maintaining the security of its account and password. The SaaS Provider cannot and will not be liable for any loss or damage from the Customer's failure to comply with this security obligation;
   4. the SaaS Provider may alter or update the Customer's account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
   5. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer's account;
   6. if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
   7. the technical processing and transmission of the Service, including the Customer's content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
   8. if the SaaS Provider wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to the SaaS Provider or make any such changes to the Customer Environment, that the SaaS Provider reasonably requires; and
   9. the SaaS Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

9. Acceptable Use Policy

1. The following constitutes our Acceptable Use Policy which is binding on all Customers and Authorised Users. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
   1. use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
   2. use the SaaS Services in relation to crimes such as theft and fraud;
   3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
   4. make any unauthorised copy of any copyrighted material owned or licenced by the SaaS Provider;
   5. introduce malicious programs into the SaaS Provider System (e.g. viruses, worms, trojan horses, e-mail bombs);
   6. reveal the Customer's account password to others or allow use of the Customer's account to those who are not the Customer's Personnel or Authorised Users;
   7. use the SaaS Services to make fraudulent offers of goods or services;
   8. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupt any data. For the purposes of this paragraph, "security breaches" includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
   9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the SaaS Services;
   10. send any unsolicited email messages through or to users of the SaaS Services or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person's privacy (such as by way of identity theft or "phishing") is strictly prohibited; and
   11. use the SaaS Services to circumvent user authentication or security of any of the Customer's hosts, networks or accounts or those of the Customer's customers or suppliers.

10. Payment

1. The Customer must pay the SaaS Provider:
   1. the Fee; and
   2. any other amount payable to the Provider under this Agreement,

without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in GBP, and are payable in advance.

2. Third-Party Payment Processing
   Payment processing is provided by third-party processors. The SaaS Provider does not store payment card details. The Customer's use of payment processors is subject to their terms and privacy policies. The SaaS Provider is not responsible for payment processor failures or errors.
3. If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer's purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
4. If there is a Variation, the SaaS Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
5. If any payment has not been made in accordance with the Payment Terms, the SaaS Provider may (at its absolute discretion):
   1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
   2. charge interest at the Bank of England base rate plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
   3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
   4. report the Customer to any independent credit data agencies.
6. Refunds and Cancellations
   1. Fees are generally non-refundable. Refund requests are evaluated case-by-case at the SaaS Provider's discretion.
   2. The Customer may cancel their subscription at any time. Upon cancellation, Services remain available until the end of the current billing period with no refund for unused portions unless required by law.
   3. Lifetime licence fees are non-refundable except where the SaaS Provider terminates the licence for reasons other than the Customer's breach of this Agreement.

11. Confidentiality

1. Subject to clause 11.2, each Party must keep confidential and not use or permit any unauthorised use of all Confidential Information.
2. Clause 11.1 does not apply where: (i) the information is in the public domain; (ii) the disclosing Party consents; (iii) disclosure is required by law; (iv) disclosure is required to comply with this Agreement; or (v) disclosure is to a professional adviser.
3. Each Party may disclose Confidential Information to its professional advisers and insurers who are bound by confidentiality obligations.
4. A Party is entitled to seek an injunction to protect itself from a breach of this clause 11.
5. This clause 11 will survive termination.

12. Intellectual Property Rights

1. Customer Materials and Background IP:
   1. The Customer retains ownership of its materials and Pre-Existing Material. The Customer warrants it has all rights needed to provide such materials and to use them with the Services.
   2. The Customer grants the SaaS Provider a worldwide, non-exclusive, royalty-free licence to host, use, run, display, modify, translate, and create derivative works of the Customer's materials and Pre-Existing Material as needed to operate, provide, secure, support, and improve the Services and to develop new features.
2. SaaS Provider IP and Improvements:
   1. The SaaS Provider owns all Intellectual Property Rights in the Services, the Software, and any improvements, modifications, configurations, or derivatives of them (including those developed following Customer requests or configurations).
   2. The Customer receives a limited, revocable, non-transferable licence to use the Services during the Term in accordance with this Agreement. No ownership right in the SaaS Provider IP transfers to the Customer.
3. Content Moderation and Enforcement:
   1. We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party's Intellectual Property Rights or this Agreement.
   2. We have the discretion (but not obligation) to terminate a Customer's access to and use of the Services if we determine that the Customer or its Authorised Users are repeat infringers of the Intellectual Property Rights of us or third parties.
4. This clause 12 will survive the termination or expiry of this Agreement.
5. The Customer will indemnify the SaaS Provider against third-party claims that the Customer's materials infringe Intellectual Property Rights or violate applicable law, subject to prompt notice, the SaaS Provider's control of the defence and settlement, and reasonable cooperation at the SaaS Provider's expense.

13. Privacy

1. Roles: For Customer Data that the SaaS Provider processes on the Customer's documented instructions to provide and support the Services, the SaaS Provider acts as processor. For the SaaS Provider's own limited purposes—platform security and fraud/abuse prevention, service improvement and analytics, compliance/legal and audit, billing and account management, and communications about the Services—the SaaS Provider acts as controller, using the minimum personal data needed and anonymising or aggregating where possible. The SaaS Provider will not use Customer Personal Data for other purposes without consent. Lawful bases for controller activities are set out in the Privacy Policy.
2. The SaaS Provider's Privacy Policy is available at https://omnitend.com/saas-privacy-policy.
3. Where GDPR applies, the GDPR Data Processing Addendum at https://omnitend.com/gdpr-dpa forms part of this Agreement.
4. The Customer warrants it has obtained necessary consents for the SaaS Provider to process personal information in the Data.
5. This clause 13 will survive the termination or expiry of this Agreement.

14. Representations and Warranties

1. General
   Each Party represents and warrants to each other Party:
   1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
   2. no Insolvency Event has occurred in respect of it;
   3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
   4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
2. SaaS Provider
   1. The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
   2. The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
3. Repetition
   Each Party makes the representations and warranties in clause 14.1 on each day on which it is a Party.
4. "AS-IS" AND "AS AVAILABLE"
   1. Except as expressly stated in this Section 14 (including clause 14.2), the Services are provided on an "AS-IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, the SaaS Provider expressly disclaims all other warranties of any kind, whether express, implied, or statutory, including but not limited to:
      1. implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
      2. warranties regarding the accuracy, reliability, completeness, timeliness, or availability of the Services, data, reports, analytics, or calculations;
      3. warranties that the Services will meet the Customer's specific requirements, achieve any particular business outcome, or operate uninterrupted or error-free;
      4. warranties regarding the accuracy of inventory tracking, stock levels, sales figures, financial data, or any other business metrics;
      5. warranties regarding integration with, or compatibility with, third-party services, hardware, software, or payment systems;
      6. warranties that defects or errors will be corrected within any particular timeframe or at all.
   2. The Customer acknowledges that the SaaS Provider does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
   3. No advice or information, whether oral or written, obtained by the Customer from the SaaS Provider or through the Services shall create any warranty not expressly stated in this Agreement.

15. Indemnity and Liability

1. Despite anything to the contrary and to the fullest extent permitted by law, each Party's aggregate Liability arising from or in connection with this Agreement is limited to the fees paid by the Customer for the Services in the 12 months immediately before the event giving rise to the Liability.
2. To the fullest extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data, goodwill, or opportunity, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The SaaS Provider will also not be liable for: (i) business decisions based on data, analytics, reports, calculations, or information provided by or through the Services; (ii) data inaccuracies or errors; (iii) integration or synchronization failures; or (iv) any tax, accounting, regulatory, compliance, or legal obligations of the Customer.
3. Nothing in this Agreement limits or excludes Liability that cannot be limited or excluded under applicable law.
4. The SaaS Provider has no Liability for failures caused by Force Majeure, Customer Environment faults, third-party service provider failures, or Customer acts or omissions.
5. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
6. The Customer agrees to indemnify, and hold harmless, the SaaS Provider against all Liabilities and Claims arising out of or in connection with:
   1. any and all unauthorised use of the SaaS Service;
   2. Authorised Users access or use of the Services;
   3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel;
   4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel;
   5. reliance by the Customer on data, analytics, reports, calculations, or information provided by or through the Services for business, financial, operational, tax, accounting, or strategic decisions;
   6. Data uploaded, entered, managed, or processed by the Customer or its Personnel through the Services, including any inaccurate, incomplete, outdated, or unlawful data;
   7. failure by the Customer to implement appropriate verification, reconciliation, internal control, or audit procedures in relation to data from the Services;
   8. any tax, accounting, regulatory, compliance, or legal obligations of the Customer, including but not limited to tax filings, financial reporting, VAT compliance, or regulatory disclosures.
7. This Clause 15 will survive the termination or expiry of this Agreement.

16. Term and Termination

1. Term: This Agreement takes effect on the Effective Date and continues for the Initial Term (if specified) and any Renewal Terms, or otherwise indefinitely, unless terminated earlier. At least 30 days prior to expiry of the current Contract Year, either Party may notify the other via email or the Platform that it does not wish to renew. Otherwise, this Agreement automatically renews for another 12-month period.
2. Customer Termination: The Customer may terminate by giving 30 Business Days' notice, or if the SaaS Provider breaches this Agreement and fails to remedy the breach within 30 Business Days of written notice.
3. SaaS Provider Termination: The SaaS Provider may terminate by giving 30 Business Days' notice if the Customer breaches this Agreement and fails to remedy within 30 Business Days of written notice, or immediately if: (i) the Customer undergoes a Change in Control to a competitor; (ii) an Insolvency Event occurs; (iii) the Customer commits a non-remediable breach; or (iv) breaches clause 4 or 9.
4. The SaaS Provider may suspend overdue accounts without notice. A reasonable administrative fee (currently £100) applies to reinstate suspended accounts.
5. Termination upon Change of Ownership: Omni Tend may terminate this Agreement with 12 months' notice upon a change in its majority ownership.

17. Events Following Termination

1. Upon termination, the SaaS Provider will stop performing the Services and return or destroy the Customer's Data within 30 days (or up to 180 days for data in backup systems).
2. Upon termination, the Customer will cease using the Services, return the SaaS Provider's property, and pay all Fees due.
3. Where Customer has terminated due to a Major Failure of the Services, the SaaS Provider may, at its discretion, refund a portion of the Service Fee for the period of the Major Failure.
4. This clause will survive termination.

18. Governing Law

This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. Subcontracting

1. The Parties agree the SaaS Provider may engage subcontractors to perform the Services on its behalf.
2. The SaaS Provider maintains a list of sub-processor categories and will provide it on request at privacy@omnitend.com.

20. VAT

1. Taxable supply
   If VAT is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the VAT payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement, and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of VAT. The recipient is not required to pay any VAT until the supplier issues a tax invoice for the supply.
2. Adjustment events
   If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
3. Payments
   If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
4. VAT terminology
   The terms "adjustment event", "consideration", "VAT", "input tax credit", "recipient", "supplier", "supply", "taxable supply" and "tax invoice" each has the meaning given in the Value Added Tax Act 1994.
5. This clause 20 will survive the termination or expiry of this Agreement.

21. General

1. Notices: Notices must be in writing and delivered by hand, post or email to the notice details in the Customer's account (for Customer) or on the Website (for SaaS Provider). This subclause will survive termination.
2. Force Majeure: If performance is prevented by Force Majeure, the affected party's obligations are suspended upon prompt written notice. The affected party shall use reasonable efforts to limit the impact.
3. Assignment: The SaaS Provider may assign or transfer this Agreement without your consent. You may not assign or transfer this Agreement, or any of your rights or obligations under it, without the SaaS Provider's prior written consent.
4. Severance: If a provision is void or unenforceable, it must be read down or severed without affecting other provisions.
5. Entire Agreement: This Agreement contains the entire understanding between the Parties and supersedes all previous agreements.
6. Amendment: We may update this Agreement. For material changes that adversely affect your rights, we will provide at least 30 days' notice via email or Platform notification before the changes take effect. However, we may make changes with immediate effect where required for: (i) legal or regulatory compliance; (ii) fraud or abuse prevention; (iii) security reasons; or (iv) to address unsafe, inappropriate, or prohibited activities. Your continued use of the Services after the effective date (or after posting of updated terms, where immediate effect applies) constitutes acceptance of the updated terms. If you do not agree to the changes, you may terminate your subscription in accordance with Section 16.
7. Fee Changes: We may change the Fees for the Services. We will provide at least 30 days' notice via email or Platform notification. Fee changes apply from your next billing cycle after the effective date.
8. No Waiver: The failure of the SaaS Provider to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
9. Third Party Rights: Save for the SaaS Provider and its affiliates, no person or entity who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
10. Third-Party Links: The SaaS Provider has no responsibility for third-party websites or services linked from the Services.

22. Definitions and Interpretation

1. Definitions
   In this Agreement, unless the context otherwise requires:

   Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the SaaS Provider.

   Authorised User means the user(s) permitted to use the SaaS Services as part of the Customer's services to its customers.

   Billing Cycle means the recurring period for which Fees are charged (monthly, quarterly, annually, or as specified).

   Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and public holidays.

   Change in Control occurs if a person acquires more than 50% of the voting or economic interests in a Party, or the power to control that Party's directors or management.

   Confidential Information means information disclosed or prepared in connection with this Agreement relating to a Party's business, assets, or affairs.

   Contract Year means a 12 month period commencing on the Effective Date and each subsequent anniversary.

   Customer Environment means the Customer's computing environment including all hardware, software, and telecommunications services.

   Data means all information, documents and data provided by the Customer or accessed by the SaaS Provider in providing the Services.

   Fee means the fee set out on the Website for the Customer account.

   Force Majeure means events beyond a Party's reasonable control (fire, flood, earthquake, natural disaster, terrorism, war) that prevent performance of obligations under this Agreement.

   Insolvency Event means insolvency, winding up, administration, liquidation, or analogous events in relation to a Party.

   Intellectual Property Rights means copyright, designs, patents, trade marks, domain names, know-how, inventions, trade secrets, and similar rights worldwide.

   Liability means any expense, cost, liability, loss, damage, claim, or proceeding, whether direct or indirect.

   Major Failure means total unavailability of the Platform for seven or more consecutive days.

   Party means a party to this Agreement, and Parties means all of them.

   Payment Method means credit card, Bank Transfers, or Bank Deposit.

   Payment Terms means Fees are due and payable in advance via the Payment Method.

   Personnel means employees, contractors, officers and agents of a Party.

   Platform means the SaaS Services accessed via the unique subdomain provided to the Customer (e.g., customername.omnitend.io).

   Related Company means any subsidiary, holding company, or other company in the same group as the Customer, as defined in sections 1159 and 1161 of the Companies Act 2006.

   SaaS Licence is defined in clause 3.1.

   Services means the SaaS Services and Support Services.

   Software means the software used to provide the Services.

   Support Hours means the hours set out on the Website or, if not specified, UK Business Hours.

   Support Services are set out on the Website.

   Term means the term of this Agreement as set out in clause 16.

   Variation means a change to the SaaS Licence after the date of this Agreement.

   Variation Fee means any variation to the Fee as a consequence of the Variation.

   Website means https://omnitend.com where information about the Services, pricing, and policies are published.

2. Interpretation
   In this Agreement, unless the context otherwise requires:

   1. the singular includes the plural and vice versa;
   2. headings are for convenience only and do not affect interpretation;
   3. a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
   4. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
   5. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
   6. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
   7. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
   8. includes and similar words mean includes without limitation;
   9. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
   10. a reference to a party to a document includes that party's executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
   11. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
   12. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
   13. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
   14. a reference to time is to local time in England, United Kingdom; and
   15. a reference to £ or pounds refers to British Pounds Sterling.