Terms and Conditions







  1. Whereas Techpresto is the supplier of the Software that is more fully described in the applicable quotation, ordering document, or commercial terms schedule provided by Techpresto and accepted by the Customer, or its authorised reseller, as applicable, the term, the respective quantities, the applicable fees, together with any other specifications or requirements and any other restrictions (if any) (“Order Form”).
  1. Whereas Customer is interested in using the Software for its internal use and Techpresto has agreed to Customer’s use of the Software on the terms of these Terms.

Now therefore, in consideration of the mutual covenants and the payment of Fees described herein, the Parties agree as follows:

    1. The following definitions apply in these Terms:

Confidential Information means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, suppliers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, Intellectual Property, and know-how of a Party, and any other information clearly designated by a Party as being confidential to it (whether or not it is marked "confidential"), and information that ought reasonably be considered to be confidential, but in all circumstances excludes any Personal Data.

Customer Data means all data and information provided by Customer to, or accessible by, Techpresto under these Terms in connection with the performance of the Software (which may include information about network traffic on Customer’s network (metrics) and other analytics, log/metadata collection, as well as the raw packet capture data from Customer’s network);

Data Privacy Laws means the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), and laws of similar purpose or effect in any relevant jurisdiction, in each case as amended, updated, re-enacted or replaced from time to time;

Documentation means user manuals for the Software consisting of the applicable installation guides, service descriptions, technical specifications and online help provided or otherwise made available by Techpresto;

Effective Date means the Effective Date specified in the Order Form;

Fees means all applicable subscription fees as set out in the Order Form;

GDPR is as defined in “Data Privacy Laws” above;

Intellectual Property means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents

in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” will be construed accordingly);

Open Source Software means third party software that Techpresto distributes with the Software pursuant to a licence that requires, as a condition of use, modification or distribution of such software, that the software or other software combined and/or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; (iii) redistributable at no charge; or (iv) redistributable but subject to other limitations;

Order Form has the meaning set forth in Recital A;

Personal Data means, generally, information relating to an identified or identifiable natural person, or other regulated data types as defined by applicable Data Privacy Laws;

Reports means Techpresto analytics reports generated by Techpresto for Customer periodically as set out in the Order Form;

Services means the provision of and maintenance of the Software, the Support Services, and any training or professional services which may be provided by Techpresto as specified in the Order Form;

Site(s) means the Customer’s primary domain and any related sub-domains as specified in the Order Form;

Software means Techpresto’s proprietary software delivered to Customer as part of the Software or on a standalone basis, together with all enhancements, error corrections, and/or updates which are generally made available by Techpresto as part of the Software;

Standard Contractual Clauses means the standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, pursuant to the European Commission Decision of 4 June 2021;

Support Services means the standard support services provided by Techpresto under these Terms;

Third Party Licensors means the suppliers of the Third Party Software to Techpresto; and

Third Party Software means: (i) any software or other technology that is licensed to Techpresto from Third Party Licensors for the purpose of making the Software available commercially; and (ii) Open Source Software.

    1. The following rules of interpretation shall apply in these Terms:
      1. except where the context otherwise requires, any reference to a clause or schedule is to the relevant clause or schedule of or to these Terms and any reference to a paragraph is to the relevant paragraph of the clause or schedule in which it appears;
      2. the index and clause headings are included for convenience only and will not affect the interpretation of these Terms;
      3. any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, foundations and trust (in each case whether or not having separate legal personality);
      4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;
      5. all headings used herein are for convenience of reference only and will not in any way affect the interpretation of these Terms;
      6. any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of these Terms) at any time; and
      7. A reference to writing or written includes e-mail.
    1. Techpresto agrees to provide to the Customer: (i) access to the Software; (ii) the Support Services; and (iii) the training to be provided to Customer, if any, as set out in the Order Form.
    1. Once the order is received, Techpresto and/or its partners will process the application details and undertake the necessary administrative and technical processes to deliver the Software to the Customer as quickly as possible. This may take up to 7 business days. The effective date is the date the Order Form was completed and accepted and this will be the date upon which reoccurring payments fall due each month.
    1. The Order Form must be in writing and reference these Terms to be valid. The Order Form will be governed by these Terms and any different or additional terms presented with or in any communication, including but not limited to, Customer’s purchase order, are deemed null and void and of no effect unless the additional terms are agreed upon by the Parties in writing prior to acceptance of that Order Form. 
    1. The licence is granted to the Customer for express use on the Website stated by the Customer in the Order Form and via the ‘Instant Uploader App. The app's number of users is clearly stated with the relevant package chosen by the Customer during the checkout process.
    1. In consideration of the Fees paid by the Customer to Techpresto, and subject to the terms and conditions of these Terms and the Order Form, Techpresto grants to the Customer a non-exclusive, non-transferable, non-sublicensable licence for the Term to:
      1. install and use the Software on the Site(s) or an Outsource Provider’s site(s) for the Customer’s internal business purposes (provided that the Customer may not use the Software as a commercial product or for the benefit of an third party); and
      2. make a commercially reasonable number of copies of the Documentation; provided however, that the Customer must reproduce and include all of Techpresto's and its suppliers' copyright notices on each such copy; and (iii) use Reports, and reproduce and distribute such Reports, internally solely for Customer’s own business purposes.


    1. All Software is licensed, not sold. The restrictions in these Terms represent the conditions of the Customer’s licence.
    1. The Customer specifically agrees not to:
      1. sub-licence, rent, sell, lease, distribute or otherwise transfer the Software or any part thereof or use the Software, or allow the Software to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit of any third-party;
      2. attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or Third Party Software or any portion thereof, except as required to be permitted by applicable law;
      3. modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the Documentation or Reports (save as expressly permitted by Clause 4.1 above);
      4. use the Software in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to the Customer);
      5. negligently, intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data;
      6. remove or modify any acknowledgements, credits or legal notices contained in the Software or any part thereof;
      7. collect any information from or through the Software using any automated means (other than Techpresto approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Techpresto computer system, network, or database; or
      8. file copyright or patent applications that include the Software or any portion thereof or file any trade mark application that seeks to take advantage of Techpresto’s brand.
    1. In the event that the Customer contracts with any third-party service provider(s) such as an outsourcer, hosting or collocation service provider or other information technology service provider for the performance of information technology functions (each, an “Outsource Provider”), the Customer may permit such Outsource Provider to exercise all or any portion of the rights granted in Clause 4.1 above solely on the Customer’s behalf, provided that:
      1. the Outsource Provider will only use or operate the Software for the Customer’s use subject to terms and conditions that are consistent with the rights and limitations set out in these Terms; and
      2. the Customer will remain liable for the acts and omissions of the Outsource Provider under these Terms.
    1. The Customer acknowledges that the Software may contain or be accompanied by certain third-party software products or components (“Third Party Products”) including Open Source Software. Any Open Source Software provided to Customer as part of the Software is copyrighted and is licensed to Customer under the GPL/LGPL and other Open Source Software licences. Copies of, or references to, those licences may be set out in the Order Form, the Third Party Product packaging or in a text file, installation file or folder accompanying the Software.
    1. The Software will be made available to the customer as soon as possible but in any case, within 7 full working days (working days are Monday – Friday inclusive except Bank Holidays) of the Effective Date. This is to allow the application for the service of the Software to be processed and all relevant and necessary technical work conducted to load and test the Software for functionality upon the Customer's stated website.


    1. Routine, planned maintenance of the Software that may require interruption (Maintenance Events) shall, except for any emergency maintenance, not be performed during normal business hours. Techpresto may interrupt the Services to perform emergency maintenance. In addition, Techpresto may interrupt the Software for unscheduled maintenance. 
    1. Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in the Software specification. Support for additional features developed by Techpresto, as requested by the Customer, may be purchased separately at Techpresto's then current rates.
    1. Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in the Software specification. 

Standard Support Services

The Customer agrees that an employee/or representative will be assigned as a 'technical representative' to act at all times as the primary technical and support point-of-contact for Techpresto.  Techpresto will provide the Customer’s technical representatives with training materials with respect to the installation and support of that Software. For the avoidance of doubt, Techpresto is not responsible for any rejection of orders or installation problems that are as a result of not having followed the provided training materials and processes. Training will involve the Customer’s technical staff following training materials provided by Techpresto. The Customer may submit requests for additional training or support through their Techpresto representative. The provision of any such additional training or support shall be subject to Techpresto's prior written agreement and shall be subject to the payment by the Customer to Techpresto of additional Fees, as agreed between the parties. 

    1. Techpresto shall provide the following Support Services to the Customer:
      1. Telephone and email support advice in respect of the operation and use of the Software; and
      2. assistance to resolve any issue or problem with relation to the Software.
    1. Before escalating a call to Techpresto, the Customer must:
      1. check for any reported outages that could be affecting the Service;
      2. check the training materials provided by Techpresto and follow any relevant procedures; and
      3. verify that all equipment is properly installed and maintained.
    1. When escalating a call to Techpresto, the Customer shall:
      1. provide a detailed description of the fault and actions taken to resolve it;
      2. provide any error messages or diagnostic information; and
      3. provide Techpresto with all assistance, information and cooperation reasonably requested by Techpresto in connection with the resolution of the issue.
    1. The Techpresto Technical Support Group can be contacted as follows by e-mail.
Email Address
    1. Techpresto will use its reasonable endeavours to acknowledge all requests for support as soon as possible within receipt of the notification.
    1. An Incident is resolved when the Software is no longer affected and this may be by means of a temporary work-around until a permanent solution is available.
    1. Fees are stated in the Order Form. No refunds will be made except as provided in Clause 8 of these Terms. Unless otherwise explicitly agreed in writing, fees are: (i) exclusive of sales and use taxes assessed by any taxing authority in the jurisdiction(s) in which the Customer is physically located and takes delivery of the Software; and (ii) exclusive of duties and shipping and handling fees, which unless otherwise agreed will be the responsibility of the Customer. Should the Customer be required under any law or regulation of any governmental entity or authority outside of the United Kingdom to withhold or deduct any portion of the payments due to Techpresto, then Customer will increase the sum payable to Techpresto by the amount necessary to yield to Techpresto an amount equal to the sum Techpresto would have received had no withholdings or deductions been made. 
    1. The Fees will be charged to the Customer’s chosen payment method on a monthly basis commencing on the Effective Date and continuing until termination. Techpresto may suspend or cancel performance of open orders or Services if the Customer fails to make payments when due, reserving all other rights and remedies as may be provided by law. Techpresto may impose late charges on overdue payments at a rate equal to eight percent (8%) per annum above the official dealing rate of the Bank of England, calculated from the date payment was due until the date payment is made, and all reasonable expenses incurred in collection, including legal fees.
    1. If the Customer fails to make any payment of the Fees due, Techpresto may suspend access to the Services and prior to recommencement of the Services by Techpresto, the Customer settle all outstanding Fees associated with the Software from the date such Service was stopped through to the then-current date.
    1. Except as expressly set forth herein: (i) these Terms does not grant either Party any rights, implied or otherwise, to the other’s Intellectual Property; and (ii) Techpresto, its suppliers and licensors, retain all right, title and interest in and to the Software , and the Documentation and all copies thereof, including all enhancements, error correction, new releases, updates, derivations, and modifications thereto (collectively, “Techpresto Intellectual Property”). Customer agrees to inform Techpresto promptly of any infringement or other improper action with respect to Techpresto Intellectual Property that comes to the Customer’s attention.
    1. Techpresto warrants to Customer that during a period of ninety (90) days from the date of delivery of the Software, that it will perform materially in accordance with the applicable Documentation.
    1. Techpresto warrants to the Customer that all Services will be performed with reasonable care, skill and skill in accordance with generally recognised commercial practices and standards.
    1. The warranties contained in Clause 8.1 and 8.2 above will not apply if:
      1. the Customer’s use of the Software is not in accordance with these Terms;
      2. the Customer wilfully fails to follow Techpresto’s operation or maintenance instructions or procedures in the Documentation;
      3. the Software has been subject to the Customer’s (or its agent’s) abuse, negligence, or poor operation (including without limitation use with incompatible equipment);
      4. the Software has been modified, repaired or improperly installed other than by Techpresto or any contractor or subcontractor of Techpresto;
      5. the Customer (or its agent) has failed to implement, or to allow Techpresto or its agents to implement, any corrections or modifications to the Software made available to the Customer by Techpresto; or
      6. the Customer (or its agent) has combined the Software with other software, services, or products that are not provided by Techpresto or not otherwise specified in the Documentation, and, but for such combination, the breach of warranty would have been avoided.
    1. If during the applicable warranty period contained in Clause 8.1 or Clause 8.2 above Techpresto is notified promptly in writing upon discovery of an error in the Software, including a detailed description of such alleged error and Techpresto’s inspections and tests determine that the Software contains an error and it is not subject to any of the exceptions set out in Clause 8.3, then, as Techpresto’s entire liability and the Customer’s sole remedy for such breach of warranty, Techpresto will (at Techpresto’s option and sole expense) correct, repair or replace the Software within a reasonable time or provide or authorise a refund of the unused portion of the Fees that the Customer has paid for the Software following the return of the Software to Techpresto and the Agreement will terminate.
    1. Any items provided as replacement under the terms of the applicable warranty will be warranted for the remainder of such original warranty period. The Customer agrees to provide prompt notice of any failure under Clause 8.3 and Techpresto will re-perform any Service that fails to meet the warranted standard.
    1. Except for the express warranties set out in these Terms, and to the fullest extent permitted by law, neither Techpresto nor any of its Third Party Licensors or suppliers make any warranties, conditions, undertakings or representations of any kind, either express or implied, statutory or otherwise in relation to any subject matter of these Terms, including without limitation any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or arising from course of performance, dealing, usage or trade. Techpresto does not warrant that the operation of the Software will be error-free or uninterrupted.
    1. The Customer will own all right, title and interest in and to the Customer Data and to the extent such Customer Data is included in a Report, the actual content of such Report. For any Customer Data stored on the Software, to the extent required to provide the Services, the Customer grants to Techpresto a limited, and non-exclusive licence to access and use the Customer Data only to the extent necessary for Techpresto to perform the Software. The Customer agrees that Techpresto may utilise the details of any Reports and any connected analytics to develop the Software on an anonymised basis.
    1. In using the Software or authorising its Outsource Provider and third parties to use it on Customer’s behalf, Customer (and not Techpresto) will be responsible for establishing, monitoring, and implementing security practices to control the physical access to and use of the Software and all Customer Data therein, including Personal Data.
    1. The Customer acknowledges and agrees that it is solely responsible for its use of the Software, the activities of its users and for the accuracy, integrity, legality, reliability and appropriateness of all Customer Data. The Customer expressly recognises that Techpresto does not create or endorse any Customer Data processed by or used in conjunction with the Software. The Customer further acknowledges that Techpresto does not provide backup services for Customer Data and the Customer undertakes that it shall be solely responsible for backup of all Customer Data. 
    1. Subject to the remainder of this Clause 10, each party’s maximum liability to the other party for any and all claims, loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms shall not exceed, in the aggregate, the total amount of all Fees paid or payable to Techpresto for the Software during the then-applicable Term, except that in respect a breach by either party of Clause 13 (“Data Protection”) such liability shall not exceed, in the aggregate for the then-applicable term, the greater of (a) three times (3x) total fees paid or payable to Techpresto for the software during the then-applicable term or (b) Five and thousand pounds sterling (£5,000.00).
    1. Subject to Clause 10.3 below, neither party shall be liable to the other for any indirect or consequential loss; or any loss of profits; loss of revenue or business; loss of goodwill or reputation; loss of or corruption or damage to data; loss of management time, howsoever arising and whether or not such party had been advised of the possibility of such loss, corruption or damage.
    1. Nothing in these Terms will exclude or limit either Party’s liability: (i) for death or personal injury due to negligence; (ii) fraud; (iii) under Clause 9.3 (“Data Disclaimer”); (iv) for breach of Clause 12 (“Confidentiality”); (v) for violations of a Party’s Intellectual Property Rights, or (vi) for any other matter in respect of which liability cannot lawfully be limited or excluded.
    1. These Terms is effective from the Effective Date and will remain in force until the end of the term specified in the Order Form (as applicable the “Term”).
    1. In the event of extension or renewal of the Order Form, such extension or renewal shall be considered a new and separate Term.
    1. Notwithstanding any provision of this Clause 11 Customer’s right to use, and Customer’s access to, the Software will automatically terminate on expiry of the Term unless and until Customer renews or extends the Term for the Software.
    1. Either Party may terminate these Terms if the other Party is in material breach of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice or the other Party ceases its business operations or becomes subject to insolvency proceedings, which proceedings are not dismissed within thirty (30) days.
    1. Without prejudice to any other right or remedy available to Techpresto, Techpresto may terminate, suspend or limit Customer’s licence grant or use of the Software without liability if Techpresto provides Customer with written notice that it has a reasonable suspicion that Customer is using the Software:
      1. in breach of Clauses 4.1 to 4.4; or
      2. in a manner that is otherwise unlawful; and
      3. in each case the Customer does not cure the condition identified in such notice within five (5) business days.
    1. Upon termination or expiration of these Terms:
      1. the Term and all other rights and licences granted by one Party to the other, or any services provided by Techpresto to Customer, will cease immediately;
      2. all undisputed Fees owing to Techpresto at the date on which termination takes effect will become due and payable.
    1. The following provisions will survive any termination of these Terms:; Clause 4 (“Licence Grant For the Software and Restrictions”); Clause 6 (“Fees, Payments and Taxes”); Clause 7 (“Intellectual Property; Ownership”); Clause 8.6 (“Disclaimer”); Clause 10 (“Limitation of Liability”); Clause 11.6 (“Effect of Termination”); Clause 11.7 (“Survival”); Clause 12 (“Confidentiality;”); Clause 13 (“Data Protection”); and Clause 14 (“General Provisions”).
    1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms. A Party's Confidential Information shall not include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving Party; or
      2. was in the other Party's lawful possession before the disclosure; or 
      3. is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure; or 
      4. is independently developed by the receiving Party, which independent development can be shown by written evidence.
    2. Subject to Clause 12.4, 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.
    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.
    4. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. The Customer acknowledges that the Software, the results of any performance tests of the Software and the Services constitute Techpresto's Confidential Information. 
    6. No Party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    1. The Parties acknowledge that the Software may be used to process Personal Data regulated by the Data Privacy Laws and the Parties shall comply with the data processing requirements as set out in Schedule 1.
    1. Entire Agreement: these Terms, the appendices and any documents referenced herein, represent the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between the Parties and excludes, without limitation, any terms appearing on a purchase order, invoice or other Customer paperwork or any other terms (in each case whether by way of conduct or otherwise). No modification of these Terms will be effective unless in writing and signed by both Parties. Each Party acknowledges and agrees that, in connection with the Agreement, it has not been induced to enter into the Agreement in reliance upon, and does not have any remedy in respect of, any representation or other promise of any nature other than as expressly set out in these Terms. Each Party signing these Terms acknowledges that it has had the opportunity to review these Terms with legal counsel of its choice and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
    2. Hierarchy: unless otherwise specifically agreed to in a writing signed by each of the Parties, in the event of any conflict or inconsistency between these Terms, its schedule, any Order Form issued hereunder, and or any document incorporated by reference, the order of precedence of the documents from highest to lowest is the Product Order Form, these Terms, its schedule and the documents incorporated by reference.
    3. Severability: the illegality or unenforceability of any provision of these Terms will not affect the validity and enforceability of any legal and enforceable provisions hereof.
    4. Force Majeure: neither Party will be liable for any failure or delay in performing services or any other obligation under these Terms, nor for any damages suffered by the other or a Customer by reason of such failure or delay, which is, indirectly or directly, caused by an event beyond such Party’s reasonable control, riots, natural catastrophes, terrorist acts, governmental intervention, refusal of licences by any government or other government agency, or other acts of god (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been avoided by the non-performing Party through commercially reasonable precautions and cannot be overcome by the non-performing Party through commercially reasonable substitute services, alternate sources, workarounds or other means. During the continuation of a Force Majeure Event, the non-performing Party will use commercially reasonable efforts to overcome the Force Majeure Event and, to the extent it is able, continue to perform its obligations under the Agreement.
    5. Notices: any notice will be delivered by hand or sent by e-mail and satisfactory proof of such delivery must be retained by the sender. All notices will only become effective on actual receipt. Any notices required to be given in writing to Techpresto or any questions concerning these Terms should be addressed to: F.A.O: The Legal Department, Techpresto Ltd, 22 Friars Street, Sudbury, Suffolk CO10 2AA.
    6. Rights of Third Parties: the provisions of these Terms concerning restrictions on usage of the Software and protection of Intellectual Property Rights are for the benefit of and may be enforced by Techpresto . Except for the foregoing sentence, or as otherwise expressly set out in the Agreement, these Terms does not create any rights for any person who is not a party to it and no person who is not a party to these Terms may enforce any of its terms or rely on any exclusion or limitation contained herein.
    7. Audit: the Customer will permit Techpresto or an independent certified accountant appointed by Techpresto access, on written notice, to the Customer’s premises and Customer’s books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Customer’s obligations under these Terms. Techpresto will not be able to exercise this right more than twice in each calendar year.
    8. Independence: the Parties are independent contractors. Nothing in these Terms will be construed to create a partnership, joint venture, or agency relationship between the Parties.
    9. Assignment: these Terms may not be assigned by either Party without the written consent of the other Party. Notwithstanding the foregoing, consent of the other Party will not be required if a Party undertakes an initial public offering, a sale of all or substantially all of its shares or assigns all or substantially all of its business and assets to another entity that is not a direct competitor of the non-assigning Party. Any attempt to assign these Terms in violation of the foregoing will be null and void. These Terms binds the Parties, their successors and permitted assigns.
    10. Waiver: each Party agrees that the failure of the other Party at any time to require performance by such Party of any of the provisions herein will not operate as a waiver of the rights of such Party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.
    11. Export Restrictions: the Software is for Customer’s use and not for further commercialisation. Each Party will comply with all applicable laws regarding export-controlled items, and will not export, re-export or import, directly or indirectly, any export-controlled items, or any direct product of them, nor undertake any transaction hereunder in violation of any applicable export laws; provided that it will be for the disclosing Party’s account to provide to the other Party all the necessary information regarding any export restrictions imposed on such information and identify such data using appropriate restrictive legends.
    12. Governing Law and jurisdiction: These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales. The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
    13. Equitable Remedies: the Parties agree that with respect to a breach by a Party of Clauses 4, 7 or 12, monetary damages may not be an adequate or sufficient remedy for a breach of these Terms. Therefore, in addition to any applicable monetary damages, a Party will also be entitled to apply for injunctive relief and other equitable relief to prevent breaches of the Agreement, without proof of actual damage.

1. Data Processing Agreement (“DPA”)

    1. For the purposes of this DPA, the terms defined in this schedule shall have the meanings as set forth in the Agreement. Any terms not specifically defined by this DPA or the Agreement shall have the meaning given by GDPR.
    1. Terms defined in this DPA will have the meanings given below. Defined terms may be used in the singular or plural depending on the context.
    1. This Data Processor Agreement (“DPA”) applies to the processing of Customer Personal Data under the Agreement.
    1. Customer will be the “Data Controller” and Techpresto will be the “Data Processor” as defined under GDPR. Each Party agrees that it shall comply with its obligations as a Data Controller and a Data Processor, respectively under the Data Privacy Laws in exercising its rights and performing its obligations under these Terms.
    1. Techpresto shall process Personal Data in order to provide the Services as set forth in the Agreement.
    1. Categories of Data Subjects are as follows:
  • Customer employees, agents and contractors;
  • users of the Customer’s Site; and
  • any other categories of Data Subjects that may be captured by the Software.
    1. The types of Personal Data are as follows:
  • contact information of the Customer’s employees, agents and contractors;
  • browsing analytics of users of the Site;
  • Site user’s preferences and their interaction history with the Software; and
  • Any other types of Personal Data that may be captured by the Software.
    1. The Customer hereby instructs Techpresto to take such steps in the processing of Personal Data as are reasonably necessary for the performance of Techpresto’s obligations under the Agreement, and agrees that such instructions, including the terms of this DPA and the Agreement, constitute its full and complete instructions as to the means by which Personal Data shall be processed by Techpresto.
    1. Techpresto shall only process Personal Data in accordance with the Customer’s written instruction as specified herein and shall not use Personal Data except to make available and maintain the Software as instructed by the Agreement, unless such processing is required by law to which Techpresto is subject, in which case Techpresto shall, to the extent permitted by law, inform the Customer of that legal requirement prior to carrying out the applicable processing.
    1. Techpresto shall immediately inform Techpresto if, in Techpresto’s reasonable opinion, an instruction from the Customer infringes the Data Privacy Laws.
    1. If Personal data originates in the European Union, Techpresto shall not transfer Personal Data outside the UK or European Economic Area (“EEA”) without the prior written consent of the Customer and not without procuring provision of adequate safeguards as defined by the European Commission from time to time, including via the Standard Contractual Clauses. Any processing of Personal Data under the Standard Contractual Clauses will reflect the subject matter, purpose and scope of Personal Data processed under this DPA (for the purpose of Appendix 1 of the Standard Contractual Clauses) and be subject to the technical and organisational measures detailed herein (for the purpose of Appendix 2 of the Standard Contractual Clauses).
    1. Techpresto shall take reasonable steps to ensure the reliability of its agents and employees who have access to any Personal Data.
    1. Taking into account the nature, scope, context and purposes of processing, Techpresto will use commercially reasonable efforts to maintain the administrative, physical, technical and organisational measures to protect any Personal Data accessed or processed by it against unauthorised or unlawful processing or accidental loss, destruction, damage or disclosure. 
    1. In the event that Techpresto suffers a Personal Data Breach, Techpresto shall inform the Customer within twenty-four (24) hours upon learning of the same and reasonably cooperate with the Customer to mitigate the effects and to minimise any damage resulting therefrom. To the extent reasonably possible, the notification to the Customer shall include: (i) a description of the nature of the incident, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned; (ii) the name and contact details of Techpresto’s data protection officer or another contact point where more information can be obtained; (iii) a description of the likely consequences of the incident; and (iv) a description of the measures taken or proposed to be taken by Techpresto to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
    1. Techpresto may only authorise a third party (subcontractor) to process the Personal Data if:
  1. the Customer is provided with an opportunity to object to the appointment of each subcontractor within 14 after Techpresto supplies the Customer with full details regarding such subcontractor;
  2. Techpresto enters into a written contract with the subcontractor that contains terms substantially the same as those set out in these Terms, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Customer's written request, provides the Customer with copies of such contracts;
  3. Techpresto maintains control over all Personal Data it entrusts to the subcontractor;
  4. the subcontractor's contract terminates automatically on termination of these Terms for any reason.
    1. Those subcontractors approved as at the commencement of these Terms are as set out in this clause as follows:
  1. Cloud-based computing – Microsoft Corporation
  2. Web-hosting services - WordPress
  3. Payment processing Stripe & GoCardless
  4. CRM – Intuit QuickBooks
    1. Where the subcontractor fails to fulfil its obligations under such written agreement, Techpresto remains fully liable to the Customer for the subcontractor's performance of its agreement obligations.
    1. On the Customer's written request, Techpresto will audit a subcontractor's compliance with its obligations regarding the Customer Data and provide the Customer with the audit results.
    1. The Customer acknowledges and agrees that all Personal Data in relation to browsing analytics is anonymised and that therefore restrictions under the Data Protection Legislation do not apply (Art. 26 GDPR).
    1. Further, Customer hereby grants a perpetual and irrevocable licence to Techpresto to use, store and share this data with third parties for the purposes of improving its products and services.
    1. Taking into account the nature of processing and the information available to Techpresto, Techpresto will provide reasonable support to the Customer: (i) in complying with any legally mandated request for access to or correction of any Personal Data by a data subject under Chapter III GDPR (and where such request is submitted to Techpresto, Techpresto will promptly notify the Customer of it); (ii) in responding to requests or demands made to the Customer by any court or governmental authority responsible for enforcing privacy or Data Privacy Laws; or (iii) in its preparation of a Data Protection Impact Assessment.
  1. AUDIT
    1. On the Customer’s written request, and subject to appropriate confidentiality obligations, Techpresto will make available to the Customer information reasonably requested by the Customer in writing with regards to Techpresto’s processing of Personal Data under this DPA. The Customer agrees to exercise any right it may have to conduct an audit or inspection under GDPR (or the Standard Contractual Clauses if they apply) by requesting the foregoing information.
    1. Upon termination of the Agreement, Techpresto shall delete or return all Personal Data in accordance with the Customer’s written instructions.
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