Last Updated:March 2025
These terms and conditions (as amended under clause 20.3) (“Conditions”) govern the supply of services and licensing of software by Pilot Financial Systems Limited with registered address at Chandos House, School Lane, Buckingham, Buckinghamshire MK18 1HD and with company number 14118343 (“Pilot”) to the person or firm who buys services (“Customer”). These Conditions apply to the exclusion of any other terms that the Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing.
*Note particularly clause 11 (Limitation of Liability)*
1.1.Each Order Form provided to the Customer constitutes an invitation to treat by Pilot.
1.2.Each Order constitutes an offer by the Customer for the provision of Services (including, as applicable, access to the Software). Following receipt of an Order, Pilot may, at its option, submit an order acknowledgement to the Customer, which shall form a contract subject to the terms of the applicable Order Form and these Conditions (“Contract”), and the Contract shall come into existence immediately upon sending of the order acknowledgement (“Start Date”).
1.3.Should the Order (or any other correspondence from the Customer) contradict in any way the Order Form or any of these Conditions (“Contradictory Terms”), such Contradictory Terms shall not be incorporated unless and to the extent that a revised Order Form is issued by Pilot incorporating any of the Contradictory Terms.
1.4.If there is an inconsistency between any of the provisions of the Contract, the provisions of the Order Form shall take precedence over these Conditions.
1.5.Each party warrants that: (i) it has full capacity to enter into and perform its obligations under the Contract; and (ii) the Contract is executed by a duly authorised representative of that party.
1.6.In consideration for the payment of the Charges, Pilot will provide the Services in accordance with the Contract, from the applicable Effective Date.
2.1.The terms of this clause 2 apply with respect to any Services supplied pursuant to the Contract (including the Software).
2.2.During the applicable Service Term (and any Development Period), in consideration for the payment of all applicable Charges, Pilot shall provide or procure the provision of the applicable Services to the Customer.
2.3.Pilot will provide the Services: (i) using reasonable skill and care; (ii) in accordance with Applicable Law; (iii) in accordance with the Specification in all material respects; and (iv) using appropriately skilled and qualified personnel.
2.4.Where Pilot is present at the Customer’s premises, Pilot shall use reasonable endeavours to observe all reasonable health and safety and security requirements that apply at such premises and that have been communicated to it in advance of the provision of the Services, provided that it shall not be liable under the Contract if:
2.4.1.as a result of such observation; or
2.4.2.observance of the same hinders or restricts Pilot’s performance of its obligations under the Contract.
2.5.Pilot will use its reasonable endeavours to supply all relevant Services in accordance with any performance metrics set out in the Order Form in respect of such Services (provided that the consequence of any failure shall be limited to those also detailed in the Order Form).
2.6.In respect of the Services, Pilot shall use reasonable endeavours to meet any performance dates specified in the Order Form/Specification, but any such dates are estimates only and time is not of the essence for the performance of the Services.
2.7.If performance of the Services is delayed at the request of the Customer, or because of any acts or omissions of the Customer, the parties may agree revised dates for performance. At its discretion, Pilot may apply a reasonable increase to the Charges as a result of such delay.
2.8.Pilot shall have the right to make any changes to the Services which: (i) improve the nature or quality of Pilot Services; (ii) are necessary to comply with Applicable Law; (iii) result from a Sourcing Issue; or (iv) do not materially negatively affect the nature or quality of the Services, and Pilot shall notify the Customer in any such event. Such notification shall include any variations to the Charges which Pilot reasonably considers to be necessary in light thereof pursuant to (ii) or (iii) above.
2.9.The Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.
2.10.Where there is a Default on the part of the Customer, Pilot (without limiting its other rights or remedies) may suspend performance (and is relieved from its performance obligations) until the Customer remedies the same. The Customer shall be liable for any costs incurred by Pilot.
2.11.The Customer acknowledges and agrees that the provisions contained in these Conditions relating to Pilot Services shall apply to such Subcontracted Services (save where expressly excluded) as may be added to or amended by any applicable Additional Subcontractor Conditions.
2.12.Pilot may at any time, and at its sole option, replace any individual identified in the Order Form or otherwise allocated to the performance of the Services with another qualified individual.
2.13.Transfer Regulations: The parties do not envisage that the Transfer Regulations will apply to the Contract. Should any person claim to transfer to Pilot (or any Affiliate of Pilot) or any subcontractor of the same (“Indemnified Entity”) as a result of the provision of any Services under a Contract, the Indemnified Entity shall be entitled to terminate such individual and the Customer hereby indemnifies the Indemnified Entity from and against any and all costs, losses and expenses incurred as a result of such individual claiming to transfer to the Indemnified Entity.
3.1.The terms of this clause 3 apply where the Customer places an order for the Software.
3.2.In consideration for the payment of all applicable Charges, Pilot hereby grants to the Customer a non-exclusive licence for the licence term set out on the Order Form to use the Software.
3.3.The Customer's access to the Software shall be limited to the Authorised Users who are licensed to use the Software.
3.4.Use of the Software shall be restricted to: (i) the Licence Type restrictions set out in the Order Form for the same; (ii) the use restrictions set out in the Order Form for the same; (iii) object code form; (iv) the purpose described in the Order Form; (v) the normal business purposes of the Customer; and (vi) employees of the Customer (and, where “contractor use” is permitted in the Order Form, third-party contractors using the same solely for the benefit of the Customer).
3.5.During the Service Term, Pilot warrants that the related Software will perform so as to enable such Software (and any module) to comply with the Contract. The Customer’s sole remedy for breach of the warranty under this clause 3.5 shall be the correction of the Defect by Pilot within a reasonable time from notification by the Customer of the same.
3.6.Delivery of Software shall be deemed to occur when Pilot provides the Customer with a username and password enabling the Customer to access the same.
3.7.The Customer shall: (i) ensure that the number of persons using the Software does not exceed the number specified in the Order Form and use reasonable endeavours to prevent any unauthorised use; (ii) notify Pilot as soon as it becomes aware of any unauthorised use of the Software by any person; (iii) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Pilot would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for under these Conditions, from such date to the date of payment.
3.8.The Customer shall ensure that each Authorised User accepts the terms of theEnd User Licence Agreement,Privacy PolicyandCookie Policy.
3.9.Pilot shall provide to the Customer, from time to time, copies of the Documentation containing sufficient up-to-date information for the proper use of the Software. Such Documentation may be supplied in electronic form.
3.10.The Customer may make such further copies of the Documentation as are reasonably necessary for the use of the Software and for training the Customer Personnel in use of the Software. The Customer shall ensure that all of Pilot’s proprietary notices are reproduced in any such copy.
3.11.Any unauthorised modifications, use or improper installation of the Software by the Customer (or on behalf of the Customer, other than by Pilot Personnel) shall render all Pilot’s warranties and obligations under the Contract null and void. Pilot shall not be obliged to rectify any particular Defect if attempts to rectify such Defect other than normal recovery or diagnostic procedures have been made by the Customer Personnel or third parties without the permission of Pilot.
3.12.Notwithstanding any other provision, Pilot specifically denies any implied or express term or representation that the Software will be fit to operate in conjunction with any hardware items or software products[other than with those that are identified in the Specification as being compatible with the Software].
3.13.Pilot does not warrant that:
3.13.1.the Customer’s use of the Software will be uninterrupted or error-free; or
3.13.2.the Customer’s access to the Customer Data will be uninterrupted or error-free.
3.14.In the event of a failure to comply with its obligations relating to the Software, Pilot will use all reasonable commercial endeavours to correct the same promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of this clause. The obligations in this clause shall not apply to the extent any failure is caused by a Force Majeure Event or any Customer Default.
3.15.Pilot reserves the right to modify the Software in any manner which: (i) is necessary to comply with any Applicable Law or safety requirement; (ii) results from a Sourcing Issue; or (iii) does not materially affect the nature or quality of the same, and Pilot shall notify the Customer in any such event. Any other modification required by Pilot shall be implemented pursuant to the Change Procedure. Any other modification required by Pilot shall be implemented pursuant to the Change Procedure save that there shall be no restriction on Pilot making changes during any Development Period.
3.16.Pilot shall follow the archiving procedures for Customer Data as described in the Specification. However, it is the responsibility of the Customer to ensure Customer Data is appropriately backed up.
4.1.The terms of this clause 4 apply where Pilot has agreed under the Contract to provide any Other Services, and in this clause 4 “Output” shall mean, as applicable, the deliverables/results of the provision of such Services, as more particularly detailed in the Order Form.
4.2.The Customer shall in a timely manner:
4.2.1.provide all the Customer Content and Customer Materials (as appropriate);
4.2.2.as necessary, prepare its premises, equipment and existing systems (or those of a relevant third-party); and
4.2.3.facilitate such access to the Customer’s premises, equipment and existing systems (or those of a relevant third-party),
as may be needed by Pilot in order to perform the relevant Services.
4.3.Pilot shall subject the Output to such tests as are specified in the Order Form[or, as applicable, the Specification].
4.4.The Customer shall be deemed to have accepted any Output if either: (i) the acceptance testing is certified by Pilot to be successful; (ii) the Customer fails to provide the data or results necessary for acceptance testing to be undertaken within the time limits specified in the Order Form (in respect of which, time shall be of the essence); or (iii) the Customer commences operational use of the Output.
5.1.The Customer shall:
5.1.1.provide all necessary co-operation reasonably required in relation to the Contract;
5.1.2.comply with any and all obligations which are set out in the Order Form, including in the applicable Specification which are stated to be performed by the Customer and any other obligations which are apparent or would be ordinarily expected to be complied with by the Customer in the ordinary course of receipt of similar services (from a competent provider, acting reasonably and in good faith);
5.1.3.promptly provide such assistance from the Customer Personnel or any decision, guidance, information or instruction as may be reasonably requested by Pilot from time to time;
5.1.4.ensure that the terms of the Contract (including any specification) are complete and accurate;
5.1.5.not do or permit anything to be done that will or may damage the business, reputation, image and/or good will of Pilot;
5.1.6.comply with the Acceptable Use Policies (if any);
5.1.7.only use the Services for lawful purposes
and shall not use the Services:
(i) in any way that breaches
any Applicable Law;
(ii) in any way that is unlawful or
fraudulent, or has any unlawful or fraudulent purpose or effect;
(iii) for the purpose of harming or attempting to harm minors
in any way;
(iv) to send, knowingly receive, upload, download,
store, use or re-use any material which does not comply with the
content standards set out in clause 5.2;
(v) to transmit, or
procure the sending of, any unsolicited or unauthorised advertising
or promotional material or any other form of similar solicitation
(spam);
(vi) to knowingly store, distribute, transmit, send or
upload any data or material that contains a Virus; and
(vii)
to (or attempt to) probe, scan, penetrate or test the vulnerability
of any of Pilot’s systems or networks or to breach any of Pilot’s
security or authentication measures, whether by passive or intrusive
techniques, without Pilot’s prior written consent;
5.1.8.except as expressly licensed, not (and not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Software, in whole or in part, or access all or any part of the Software in order to build any software, product or service which competes with the same;
5.1.9.ensure that there are in place all necessary consents, licences and permissions required to permit Pilot to access and use all the Customer Content, Customer Materials and Customer Personal Data and any other items as may be appropriate in connection with each and every Contract; and
5.1.10.be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Pilot’s data centres (or, where appropriate, the third-party portal through which Pilot provides Services to the Customer).
5.2.The content standards are as follows:
5.2.1.content must: (i) be accurate (where it states facts); (ii) be genuinely held (where it states opinions); and (iii) comply with Applicable Law; and
5.2.2.content must not: (i) contain any material which is defamatory of any person, obscene, offensive, hateful, harmful, threatening, harassing or otherwise inflammatory; (ii) promote sexually explicit material; (iii) promote violence; (iv) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (v) be used to impersonate any person, or to misrepresent identity of any person or their affiliation with any other person; (vi) infringe the copyright, database right or trade mark of any other person; (vii) give the impression that it emanates from Pilot, if this is not the case; or (viii) advocate, promote or assist any unlawful act.
6.1.The price for Services is the price set out in the Order Form. Where no price is quoted, it shall be: (i) the price set out in Pilot’s published price list as at the Start Date for performance of the relevant Services; or (ii) where applicable in respect of Services, on a time and materials basis in accordance with the Standard Rates.
6.2.Except where expressly agreed in writing to the contrary, the Charges shall not include travel or accommodation expenses, which shall become payable upon production of mileage claims/appropriate receipts.
6.3.On no less than 2 months’ written notice to the Customer prior to a Term Extension, Pilot may, (in addition to any other pricing change permitted pursuant to these Conditions) adjust the Charges by a percentage equal to the percentage increase in CPI since the prices were last set/revised, as appropriate.
6.4.If it is reasonably apparent that any of the pricing in the Order Form is incorrect (“Obvious Pricing Error”), the Customer must notify Pilot of the same. When Pilot becomes aware of an Obvious Pricing Error, it shall promptly notify the Customer of the error together with the correct price (“Correct Price”). Following notification of the Correct Price, such price shall apply in place of the Obvious Pricing Error. If the Customer objects to the Correct Price, it may terminate the Contract on written notice to Pilot.
6.5.Where a failure of the Customer to comply with its obligations in the Contract results in additional costs for Pilot and/or wasted time, Pilot may charge the Customer for the same on a time and materials basis. In order to calculate the same, Pilot’s Standard Rates shall apply unless other rates are specified in the Order Form.
6.6.Unless otherwise specified to the contrary in the Order Form, Pilot will invoice the Customer as described in the table below:
| Service | Frequency |
|---|---|
| Pilot Software | Monthly in advance |
| Other Services | Monthly in advance, save in respect of any development services, which shall be monthly in arrears |
6.7.If Services are not performed as a result of the acts or omissions of the Customer, Pilot may invoice the same on the date upon which delivery/performance was attempted.
6.8.The Customer shall pay each invoice which is properly due and submitted to it by Pilot within 30 days of invoice date to a bank account nominated in writing by Pilot. Alternatively, the Customer can make payment using any of the payment methods set out on our website (which may from time to time include Direct Debit). Time for payment is of the essence. If Pilot has not received a payment which is validly due within such period, and without prejudice to any other rights and remedies it may have (but subject to any Applicable Law in force at the time which restrict or exclude the same), Pilot may charge interest on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the Due Date and continuing until fully paid, whether before or after judgment. Such interest shall accrue on a daily basis and be compounded quarterly.
6.9.In respect of any training provided as Other Services ordered by the Customer, a minimum cancellation period of 7 days is required, otherwise the agreed fee will be charged in full.
6.10.All Charges stated or referred to in the
Contract are exclusive of:
(i) value added tax or other sales
taxes, which shall be added to Pilot’s invoice(s) at the appropriate
rate; and
(ii) all packing, insurance and transport costs, and
any import or export duties or similar taxes, which shall be paid by
the Customer (unless the same is expressly stated to be included
within the price in the Order Form).
6.11.Pilot may, without limiting its other rights or remedies, set off any amount owing to it by the Customer or any Affiliate against any amount payable by Pilot to the Customer.
6.12.Pilot reserves the right to increase any of its Standard Rates from time to time upon giving the Customer 30 days’ written notice before applying the increase. Should the Customer object to such increase, the Customer may terminate the Contract or the affected part of the Contract within such 30 day notice period on written notice to Pilot.
7.1.Pilot warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to grant to the Customer pursuant to the Contract. The Customer warrants to Pilot that Pilot’s possession and use in accordance with these Conditions of any materials (including third-party materials supplied by the Customer to Pilot) shall not cause Pilot to infringe the rights, including any Intellectual Property Rights, of any third party.
7.2.Except as expressly stated herein, these Conditions do not grant the Customer any Intellectual Property Rights or any other rights or licences to, in or in respect of the Services or Software.
7.3.Any materials provided in respect of the Services are licensed to the Customer solely for the purposes of the receipt of such Services, unless and to the extent that wider use is stated on the Order Form.
7.4.Pilot acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content. Except as expressly stated herein or as is necessary to perform Pilot’s obligations under the Contract, these Conditions do not grant Pilot any Intellectual Property Rights or any other rights or licences to or in respect of any Customer Content.
7.5.Nothing in these Conditions shall be construed so as to prevent Pilot from using in the furtherance of its own business general know-how or expertise gained in its performance of the Contract, provided that any such use does not constitute or result in a disclosure of any Confidential Information in breach of clause 8 (Confidentiality) or infringement of any Intellectual Property Rights.
7.6.The Customer hereby assigns to Pilot all rights, title, and interest in and to any feedback, suggestions, or improvements provided by the Customer to Pilot in relation to the Services, Software and/or Documentation (collectively, “Feedback”). The Customer acknowledges and agrees that Pilot shall have the exclusive right to use, modify, and incorporate such Feedback into the Services, Software, Documentation and/or any other products or services without any obligation to the Customer.
8.1.Each party undertakes that it shall during the Contract, and thereafter, keep confidential and not disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the other party’s Group, except as permitted by clause 8.2 below.
8.2.Each party may disclose the other party’s
Confidential Information:
(i) to its Affiliates, officers,
representatives or advisers who need to know such information for
the purposes of exercising the party’s rights or carrying out its
obligations under or in connection the Contract. Each party shall
ensure that its employees, officers, representatives or advisers to
whom it discloses the other party’s confidential information comply
with this clause 8; and
(ii) as may be required by law, a
court of competent jurisdiction or any governmental or regulatory
authority, provided that, to the extent where 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 8.2, it takes
into account the reasonable requests of the other party in relation
to the content of such disclosure.
8.3.No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
8.4.Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any unconnected third party.
8.5.Pilot may publicise its involvement with the Customer for its own marketing purposes, and any such publication shall not constitute an unlawful disclosure of Confidential Information for the purposes of this clause 8.
9.1.The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. However, the parties anticipate that the Customer shall act as a controller and Pilot shall act as a processor and in any such case:
9.1.1.Pilot shall be a controller where it is collecting and using personal data in relation to the management of its Customer accounts; and
9.1.2.Pilot shall be a processor where it is processing personal data in relation to the Data Processing Particulars in connection with performing its obligations under the Contract.
9.2.Pilot shall comply with, and shall procure that any Affiliates comply with, the provisions of the Data Protection Legislation in relation to all Customer Personal Data that is processed by it in connection with the Contract.
9.3.Pilot shall be permitted to appoint sub-contractors, and to disclose personal data to them for processing in accordance with the Contract, provided always that the sub-contractor’s right to process the personal data terminates automatically on expiry or termination (for whatever reason) of the Contract for which the sub-contractor was engaged.
9.4.The Customer acknowledges and agrees that Pilot shall have the right to use anonymised aggregated Customer Personal Data for its own business purposes, including but not limited to improving and enhancing the Services, Software and/or Documentation, conducting research and analysis, and developing new products and services. Pilot shall take reasonable steps to ensure that the anonymised aggregated data does not include any information that could identify the Customer or any Authorised User.
10.1.To the extent that Pilot is acting as a Processor for and on behalf of the Customer, it shall:
10.1.1.only process the Customer Personal Data on the Customer’s documented instructions except insofar as required to do so by Data Protection Legislation;
10.1.2.inform the Customer on becoming aware of:
10.1.2.1.any legal requirement that requires
Pilot to process Customer Personal Data otherwise than on the
Customer’s documented instructions, unless Applicable Laws prohibit
such information on important grounds of public interest; or
10.1.2.2.any instruction from the Customer
in relation to the processing of personal data which, in Pilot’s
reasonable opinion, infringes Data Protection Legislation;
10.1.3.taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk to the rights and freedoms of natural persons, and in particular the risks from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or, or access to personal data, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
10.1.4.ensure that its employees, and any other persons with access to Customer Personal Data are made aware of their data protection and security obligations and are subject to binding obligations of confidentiality;
10.1.5.not engage another person to process any Customer Personal Data (a “sub-processor”) without the Customer’s prior specific or general written authorisation, and in the case of a general written authorisation, inform the Customer of any intended changes concerning the addition or replacement of any sub-processor and allow the Customer reasonable opportunity to object to such change;
10.1.6.ensure that any sub-processor is engaged on terms equivalent to those which Pilot itself is subject under this clause 10 (and any other confidentiality or similar obligations contained in the Contract), and provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Legislation;
10.1.7.where a sub-processor fails to fulfil its data protection or confidentiality obligations, remain fully liable to the Customer for the performance of (or failure to perform) those obligations;
10.1.8.if a data subject makes a request relating to the exercise of his or her legal rights in relation to personal data, at the Customer’s reasonable cost, provide the Customer with any information and assistance reasonably required by the Customer in order to respond to the request;
10.1.9.if it becomes aware of a personal data breach relation to any Customer Personal Data, notify the Customer immediately upon becoming aware of the breach and thereafter provide details of the nature of the personal data breach, and provide the Customer with such information and assistance as it requires in relation to the personal data breach;
10.1.10.taking into account the nature of the processing and the information available to Pilot, at the Customer’s cost, provide the Customer with such information and assistance as the Customer reasonably requires in order to carry out any privacy impact assessments, consult with a supervisory authority prior to processing, or meet any obligations under Data Protection legislation which derive from such activities;
10.1.11.upon the termination of the Contract for any reason, after completing any processing of personal data on the Customer’s behalf, or on the Customer’s written request, delete or return all such personal data (and any copies of the same) unless Pilot is required to store such copies to comply with a requirement imposed by Applicable Laws, and where Pilot is required to delete personal data, to the extent that it is not practical to do so immediately, Pilot will do so as soon as possible, and in the meantime shall ensure appropriate safeguards are put in place and the data is not retained for a longer period than is appropriate;
10.1.12.not transfer any of the Customer’s personal data to a third country or international organisation without having the Customer’s prior written consent to that transfer and either (i) the UK Government having decided that country or organisation ensures adequate protection under article 45; (ii) having other appropriate safeguards in place as set out in article 46; (iii) one or more of the derogations in article 49 applies; or (iv) the transfer is made in compliance with standard contractual clauses; and
10.1.13.subject to the Customer providing appropriate confidentiality undertakings, make available to the Customer all assistance and information necessary to demonstrate compliance with article 28, save that this shall not require Pilot to disclose or permit access to any of its (or any third party’s) confidential or commercially sensitive information,
and the Customer shall ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Customer Personal Data to Pilot and/or lawful collection of the Customer Personal Data by Pilot on behalf of the Customer for the duration and purposes of the Contract.
10.2.Where the Customer makes any such request under clause 10.1.1 to delete or return personal data prior to the termination of the Contract, and it serves to hinder or prevent Pilot’s obligations thereunder, the Contract shall continue despite such reduced performance, and the Charges which have been paid or which will become payable shall not be affected thereby.
11.1.Pilot warrants that it has the necessary rights to enter into and perform its obligations under the Contract.
11.2.All representations, warranties or terms (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in these Conditions are hereby excluded. In particular, but without prejudice to the generality of the foregoing, Pilot makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Services for any purpose, whether or not such purpose is disclosed to Pilot.
11.3.The Customer hereby indemnifies Pilot from
and against any and all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss
of profit, loss of reputation and all interest, penalties and legal
and other reasonable professional costs and expenses) suffered or
incurred by Pilot in connection with:
(i) Pilot’s
storage/handling of any Customer Personal Data provided it is done
in accordance with its obligations under this Contract;
(ii)
any failure of the Customer to obtain appropriate licences and/or
consents in accordance with its obligations under these Conditions
or any subsequent revocation or non-renewal of any such licence
and/or permit;
(iii) any failure of the Customer to ensure its
compliance with Applicable Law in accordance with its obligations
under these Conditions;
(iv) any use of the Services or
Software by the Customer other than as envisaged under the Contract;
(v) failure of an Authorised User to comply with the End User
Licence Agreement; and
(vi) any other Customer Default.
11.4.Pilot shall defend the Customer, its
officers, directors and employees against any claim that Software or
Pilot Services infringe any United Kingdom patent effective as of
the Start Date, copyright, trade mark, database right or right of
confidentiality, and shall indemnify the Customer for any amounts
finally awarded against the Customer in judgment or settlement of
such claims, provided that:
(i) Pilot is given prompt notice
of any such claim;
(ii) the claim does not result from the
Customer’s failure to install an update or new version of an App as
soon as is practicable following its release by Pilot;
(iii)
the Customer provides reasonable co-operation to Pilot in the
defence and settlement of such claim (at Pilot’s expense, provided
such expenses are reasonable and can be evidenced to Pilot’s
satisfaction); and
(iv) Pilot is given sole authority to
defend or settle the claim.
11.5.In the defence or settlement of any claim, Pilot may procure the right for the Customer to continue using Software or Pilot Services, replace or modify Software or Pilot Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. In no event shall Pilot, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of Software or Pilot Services by anyone other than Pilot; (b) the Customer’s use of Software or Pilot Services in a manner contrary to the instructions given to the Customer by Pilot; or (c) the Customer’s use of Software or Pilot Services after notice of the alleged or actual infringement from Pilot or any appropriate authority. The foregoing states the Customer’s sole and exclusive rights and remedies, and Pilot’s (including its employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11.6.The following provisions set out the entire
financial liability of either party (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to
the other in respect of:
(i) any breach of these Conditions
howsoever arising; and
(ii) any representation,
misrepresentation (whether innocent or negligent), statement or
tortious act or omission (including negligence) or breach of
statutory duty arising under or in connection with the Contract.
11.7.Nothing in these Conditions shall limit or
exclude Pilot’s or the Customer’s liability for:
(i) death or
personal injury caused by its negligence, or the negligence of its
employees, agents or sub-contractors;
(ii) fraud or fraudulent
misrepresentation; and
(iii) any other liability which cannot
be limited or excluded by Applicable Law.
11.8.Subject to clauses 11.6 and 11.7, Pilot’s
liability in respect of loss or damage under the Contract:
(i)
during the Development Period shall not exceed £100; and
(ii)
thereafter, in any 12 month period shall not exceed a sum equal to
the total Charges paid and payable to Pilot by the Customer under
the Contract during the period of 12 months immediately prior to the
event giving rise to the claim.
11.9.Subject to clause 11.6, in no event will
Pilot be liable to the Customer (whether in contract, tort,
negligence or otherwise):
(i) for any loss of revenue, use,
anticipated savings, data, goodwill or opportunity or damage to
reputation;
(ii) for any indirect, special or consequential
loss or damage;
(iii) to the extent that any delay in
performing or failure to perform Pilot’s obligations is due to a
failure by the Customer to perform its own obligations under the
Contract or if delay results from a failure by the Customer to
comply with reasonable requests by Pilot for instructions,
information or action required by it to perform its obligations
within a reasonable time; or
(iv) for the consequences of any
other acts or omissions of the Customer or the Customer Personnel.
11.10.If Pilot is responsible for carrying out back-ups of Customer Content, in the event of any loss or damage to Customer Content, the Customer’s sole and exclusive remedy shall be for Pilot to use reasonable commercial endeavours to restore the same from its latest back-up maintained by Pilot in accordance with its archiving procedure. For the avoidance of doubt, Pilot shall have no responsibility for carrying out back-ups during any Development Period.
11.11.Save for the obligations set out in clause 11.10, in no event shall Pilot be liable for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by Pilot to perform services related to maintenance and back-up).
12.1.The Contract shall commence on the Start Date and continue for the Development Period (if any) and thereafter for the Initial Term stated in the relevant Order Form (or until performance of Services has been completed) and each Term Extension (the “Term”) unless terminated in accordance with its terms.
12.2.[During the Development Period, either party may terminate this Agreement on no less than 10 days’ written notice to the other party, such notice to expire no later than the expiry of the Development Period. At the end of the Development Period, the Initial Term shall automatically commence.]
12.3.Without prejudicing any other right or remedy
available to it, either party may terminate the Contract with
immediate effect by giving written notice to the other party if:
(i) the other party fails to pay any amount due under the
Contract on the Due Date for payment and remains in default not less
than 10 Business Days after being notified in writing to make such
payment;
(ii) the other party commits a material breach of any
other term of the Contract which breach is irremediable or (if
remediable) fails to remedy it within a period of 10 Business Days
after being notified in writing to do so (this clause 12.3.2 only
applies if Service Credits are not applicable);
(iii) the
other party repeatedly breaches any of the terms of the Contract in
such a manner as to reasonably justify the opinion that its conduct
is inconsistent with it having the intention or ability to give
effect to the terms under the Contract; or
(iv) the other
party’s financial position deteriorates so far as to reasonably
justify the opinion that its ability to give effect to the terms of
the Contract is in jeopardy.
12.4.Without prejudicing any other right or remedy available to it, Pilot may terminate the Contract should an Insolvency Event occur.
12.5.Without prejudicing any other right or remedy available to it, Pilot may terminate the Contract with immediate effect by giving written notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
12.6.Without prejudicing any right to terminate
which Pilot may have, Pilot will be entitled to suspend any Services
without notice if:
(i) there is a Default on the part of the
Customer; or
(ii) any of the events set out in clauses 12.3,
12.4 or 12.5 occur in relation to the Customer.
12.7.Pilot may rely on the suspension to relieve it from the performance of any of its obligations in each case to the extent the suspension prevents or delays the performance by Pilot of any of its obligations and Pilot shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any failure or delay by Pilot to perform any of its obligations as set out in this clause.
12.8.Where Pilot acquires the right to terminate or suspend Services under the Contract pursuant to this clause 12, such right shall extend to any other contracts concluded between the parties incorporating these Conditions, whether prior or subsequent to the Contract.
13.1.On termination for any reason:
(i) all
rights granted to the Customer under the Contract shall cease;
(ii) for the avoidance of doubt, all rights granted to an End
User under any End User Licence Agreement shall cease;
(iii)
the Customer shall immediately pay any sums due to Pilot (including
sums on a time and materials basis for any work in progress) without
set off or deduction;
(iv) subject to Pilot’s obligations with
respect to any other Contract which remains in force, each party
shall return and make no further use of any equipment, property,
documentation and other items (and all copies of them) belonging to
the other party; and
(v) provided all sums due to Pilot’s
Group from the Customer’s Group have been paid, Pilot shall make
available to the Customer a copy of all Customer Content in a
commonly-readable electronic format for a period of no more than 7
days following termination. After such period, Pilot may permanently
delete all Customer Content residing on its systems.
14.1.The Customer shall permit Pilot to inspect and have access to any premises (and to the computer equipment located there) at or on which Software is being accessed, and have access to any records kept in connection with the licence of Software under these Conditions, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that Pilot provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times. This right shall continue beyond termination/expiry to enable Pilot to verify that use of Software has ceased.
15.1.The Customer may not assign, sub-contract, sub-license, charge or otherwise deal in any other manner with all or any of its rights or obligations under the Contract, nor provide any of the Services directly or indirectly to third parties, without the consent of Pilot, such consent not to be unreasonably withheld or delayed. The Customer shall not allow any of its rights under the Contract to become the subject of any charge, lien or encumbrance.
15.2.Pilot may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
15.3.The Customer agrees that it shall co-operate and undertake all matters at Pilot’s cost and expense that are necessary to novate or assign any Contract or any parts thereof to any third party when requested to do so by Pilot.
16.1.Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes, lock-outs or other industrial disputes (except with respect to that party’s own employees); acts of God; war; riot; civil commotion; pandemic or epidemic; compliance with any law or governmental order, rule, regulation or direction; accident; fire; flood; or storm; in each case whether or not foreseeable (“Force Majeure Event”).
16.2.In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 10 Business Days’ written notice to the other party.
17.1.Any notice given to a party under or in
connection with the Contract shall be in writing and shall be:
(i) 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
(ii) sent by email to the email addresses for legal notices as
set out in the Order Form.
17.2.Any notice shall be deemed to have been
received:
(i) if delivered by hand, on signature of a delivery
receipt or at the time the notice is left at the proper address;
(ii) 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 at the time recorded by the delivery service; and
(iii) 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 17.2.3, business hours means
9.00 am to 5.00 pm Monday to Friday on a day that is not a public
holiday in the place of receipt.
17.3.This clause 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.
18.1.If a dispute arises out of or in connection
with these Conditions or the performance, validity or enforceability
of the Contract (a “Dispute”) then the parties shall follow the
procedure set out in this clause 18:
18.1.1.either party shall give to the other written notice of the Dispute,
setting out its nature and full particulars (a “Dispute Notice”),
together with relevant supporting documents. On service of the
Dispute Notice, the parties shall attempt in good faith to resolve
the Dispute; and
18.1.2.if the parties are
for any reason unable to resolve the Dispute within 20 Business Days
from service of the Dispute Notice, the parties will attempt to
settle it by mediation in accordance with the CEDR Model Mediation
Procedure. Unless otherwise agreed between the parties, the mediator
shall be nominated by CEDR Solve. To initiate the mediation, a party
must serve notice in writing (an “ADR Notice”) to the other party to
the Dispute, requesting mediation. A copy of the ADR Notice should
be sent to CEDR Solve. The mediation will start not later than 10
Business Days after the date of the ADR Notice.
18.2.If the Dispute is not resolved within 1 month of the mediator’s appointment, then either party may commence court proceedings, but provided that nothing in this clause 18.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.
19.1.Where a party identifies a need to change the Contract, they may at any time request such a change.
19.2.The party proposing the change shall notify the other party in writing specifying in as much detail as is reasonably practicable the nature of the requested change.
19.3.Where the Customer has requested the change,
Pilot shall, as soon as reasonably practicable, provide a written
estimate to the Customer of:
(i) the likely time required to
implement the change;
(ii) any necessary variations to the
Charges arising from the change;
(iii) any necessary
variations to the resources of either party arising from the change;
and
(iv) any other impact of the change on the
hardware/services provided under the Contract.
20.1. Entire agreement.
20.1.1.The Contract 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.
20.1.2.Neither party shall have any remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
20.2. Third party rights.
20.2.1.A natural or legal person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
20.3. Variations.
20.3.1.Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Pilot. Pilot may vary these Conditions from time to time on giving the Customer at least 30 days’ notice in writing.
20.4. Waiver.
20.4.1.A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
20.5. Severance.
20.5.1.If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
20.5.2.If any provision or part-provision of the Contract is deemed deleted under clause 20.5.1 above, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.6. No partnership or agency.
20.6.1.Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
20.7. Governing law and jurisdiction.
20.7.1.The Contract 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. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.
The following definitions and rules of interpretation apply throughout these Conditions. In these Conditions: (i) “person” includes a natural person, corporate or unincorporated body; (ii) a reference to Pilot or Customer includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words; (v) a reference towritingorwrittenincludes emails but excludes faxes; (vi) the terms ‘personal data’, ‘data subject’, ‘processor’, ‘controller’, ‘processing’, ‘personal data breach’, ‘pseudonymisation’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in Data Protection Law; and (vii) the following definitions apply:
| Acceptable Use Policy | the acceptable use policy (if any) applicable to the relevant Services/Software, set out atwww.pilot-finance.co.ukas may be amended or updated by Pilot from time to time on written notice to the Customer. |
| Affiliates | each agent, employee, contractor or sub-contractor of a party or the party’s Group. |
| Applicable Law | the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party’s obligations under the Contract. |
| Authorised Users | those employees and independent contractors of the Customer who are entitled to use the Software under the Contract (together with any other Authorised Users expressly envisaged under the Order Form). |
| Business Day | a day other than a Saturday, Sunday or public holiday in England. |
| Change Procedure | the procedure detailed in clause 19. |
| Change Request | a request to change the terms of the Contract, as made in accordance with the Change Procedure. |
| Charges | the charges payable by the Customer to Pilot, as set out in the Order Form. |
| Confidential Information | information of commercial value, in whatever form or medium,
disclosed by a party to the other party, including
commercial or technical know-how, technology, information
pertaining to business operations and strategies,
information pertaining to clients, pricing and marketing
information relating to the business of either party,
information which is marked as confidential, or information
which ought reasonably to be considered confidential in
light of the nature of the information and/or circumstances
of its disclosure, including Customer Data, but excluding
information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, as shown by written evidence. |
| Contract | the contract (as defined in clause 1.2) between the Customer and Pilot relating to the supply of Services and governed by these Conditions. |
| Customer Content | any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of these), embodied in any medium, that are provided to Pilot by or on behalf of the Customer, in order to perform its obligations pursuant to the Contract. |
| Customer Data | the data inputted into the information fields of the Software by the Customer, by Authorised Users, or by Pilot on the Customer’s behalf. |
| Customer Materials | any and all materials, other equipment (including cabling, network interfaces, power and power adapters) and software necessary for Pilot to perform its obligations pursuant to the Contract, save to the extent the same is expressed to be supplied by Pilot pursuant to the Contract. |
| Customer Personal Data | any personal data disclosed by the Customer to Pilot or collected by Pilot on the Customer’s instructions in connection with the Contract. |
| Customer Personnel | employees, directors and agents of the Customer, together with employees, directors and agents of any contractor undertaking activities on behalf of the Customer who are not Pilot Personnel. |
| Default | any act or omission of a party, or failure by a party to perform a relevant obligation under the Contract. |
| Defect | an error in the applicable software that causes it to fail to operate materially in accordance with its Specification/Documentation. |
| Development Period | the development period (if any) detailed in the Order Form during which the Services are undergoing further development by Pilot. |
| Documentation | any operating manuals, user instruction manuals/guides, technical literature and all other related materials in human-readable or machine-readable forms supplied by Pilot as specified in the Order Form. |
| DPA | the Data Protection Act 2018. |
| Due Date | in respect of a payment under the Contract, the date on which such payment is due pursuant to these Conditions. |
| Effective Date | in respect of the provision of a particular Service, the effective date for the same specified in the Order Form, or if none is specified, the effective date for the Contract, or if none is specified, the Start Date of the Contract. |
| End User Licence Agreement | the end user licence agreement terms and conditions set out atwww.pilot-finance.co.uk. |
| Excluded Causes | any of the following: (i) misuse, incorrect use of or damage from whatever cause (other than any act or omission by Pilot), including failure or fluctuation of electrical power; (ii) failure to maintain the necessary environmental conditions for use; (iii) use in combination with any equipment or software not provided/approved in writing by Pilot; (iv) use in combination with equipment or software which suffers a fault; (v) relocation or installation by the Customer or any Third-Party; (vi) any act or omission of a Third-Party; (vii) any breach of the Customer’s obligations under the Contract howsoever arising; (viii) any modification not authorised by Pilot; (ix) operator error; or (x) any other excluded causes set out in the Order Form. |
| Force Majeure Event | as defined in clause 16.1. |
| Group | each and every entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists. In the case of companies and corporations, control means beneficial ownership of more than 50% of the voting stock, shares, interest or equity in an entity; in the case of any other legal entity, “control” and “controlled” shall exist through the ability to directly or indirectly control the management and/or business of the legal entity. |
| GDPR | Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016, together with any implementation of the above into UK law. Any reference to “articles” are references to the GDPR. |
| Initial Term | the period of time described as such in the Order Form (if there is a Development Period, the Initial Term shall commence immediately after completion of such Development Period). |
| Insolvency Event | (a) the Customer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (if a partnership) has any partner to whom any of the above applies; (b) the Customer starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of the Customer; (d) the Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days; (f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over the Customer; (g) a floating charge holder over the assets of the Customer becomes entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (i) any event analogous to those mentioned in (a)–(h) above in another jurisdiction. |
| Intellectual Property Rights | patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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 trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
| Location | the location for performance of the applicable Services set out in the Order Form (if any), or any other location agreed between the parties in writing from time to time. |
| Maintenance Event | maintenance of the Software that may require interruption of the Software. |
| Minimum Amounts | minimum spend, volumes and/or quantities detailed in the Order Form either: (i) across all Services provided by Pilot; or (ii) with respect to the specific Services to which a minimum spend applies, as stated in the Order Form. |
| Normal Business Hours | 9.00am to 5.30pm UK time, each Business Day. |
| Obvious Pricing Error | has the meaning given in clause 6.4. |
| Order | the Customer’s agreement to the terms of an Order Form, which may include signing and returning an Order Form or a communication from the Customer to Pilot agreeing to the terms of the Order Form (within the period during which the terms of the Order Form remain valid). |
| Order Form | Pilot’s written quotation relating to one or more of the
following: (i) the supply of the Software (or any module); or (ii) Other Services. |
| Other Services | Services to be provided by Pilot pursuant to a Contract
other than the Software subscription services, such as: – implementation and/or configuration support; – development of the Software and/or Software; – training; and/or – professional services, as more particularly detailed in the applicable Order Form. |
| Security Requirements | the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, the seventh data protection principle of the DPA and/or the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR) as applicable. |
| Service Credits | the sums attributable to a failure of the Support Service Level, as set out in the Order Form or added by a change pursuant to clause 20.3. |
| Service Credit Limit | in respect of a Service to be provided by Pilot pursuant to the Contract, the limit on the accrual of Service Credits (if any), as set out in the Order Form or added by a change pursuant to clause 20.3. |
| Service Delivery Failure | where, in a particular calendar month, the Uptime Service Level is not achieved. |
| Service Level Start Date | the start of the month after the Installation Services (if any) and Set-up Services (as applicable) have been satisfactorily completed. |
| Service Levels | in respect of a Service to be provided by Pilot pursuant to the Contract, the service levels for the applicable Services (if any), as set out in the Order Form or added by a change pursuant to clause 20.3. |
| Services | the Software and/or the Other Services (as applicable under the Order Form). |
| Service Term | the term for the provision of the applicable Services (or where different elements of the Services are to be provided for differing terms, the term for that element), as set out in the Order Form. |
| Software | the software, which is licensed directly from Pilot to the Customer pursuant to clause 4 and is provided (or made available) to the Customer. |
| Sourcing Issue | an inability on the part of Pilot to source particular materials or resources (including Pilot Personnel) on terms similar or identical to those available at the Effective Date (including due to exchange rate fluctuations, increases in taxes or duties) or a change in Applicable Law. |
| Specification | the specification for the applicable Services as set out (or referred to) in the Order Form (including in any applicable statement of work). |
| Standard Rates | Pilot’s standard rates for Pilot Services as made available by Pilot from time to time. |
| Start Date | as defined in clause 1.2. |
| Term | the period described as such in clause 12.1. |
| Term Extension | each extension to the Term, as detailed in the Order Form. |
| Third Party | a person other than Pilot Personnel or the Customer. |
| Virus | any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. |
Last Updated:March 2025
PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE SUBSCRIBING FOR OR USING THE PILOT SOFTWARE
PILOT SOFTWARE
This acceptable use policy (“Policy”) relates to the financial and mortgage advice software known as “Pilot” (“Software”).
More details regarding the Software can be found here:www.pilot-finance.co.uk.
The Software includes a website accessed at:Pilot Financial Systems Ltd
WHO PROVIDES AND OPERATES THE SOFTWARE?
The Software is made available by Pilot Financial Systems Limited registered in England and Wales with company number 14118343 and with registered address at Chandos House, School Lane, Buckingham, Buckinghamshire MK18 1HD (referred to as "Pilot” "we", "us" or "our" in this Policy).
WHO USES THE SOFTWARE?
Pilot makes available the Software to organisations who subscribe for access to the Software (“Subscriber”) under a contract incorporating Pilot’s subscription service terms and conditions (“Subscription Agreement”).
Use of the Software is subject to compliance with this Policy which contains:
This Policy should be read alongside the Subscription Agreement.
3.1.[No modification. You shall not at any time modify, reverse-engineer, disassemble or decompile the Software, or attempt to do so.]
3.2.[No redistribution. You shall not, at any time redistribute, or resell, or otherwise transfer to any third party the Software or its features.]
3.3.[Prohibited activities. You shall not undertake or attempt to undertake any form of hacking, spamming, unauthorised data manipulation, extraction, fraudulent activity, leveraging, or any other form of illegal activity involving or in connection with the Software.]
3.4.[No sharing of authentication credentials. You are not permitted to share usernames, passwords, 2FA credentials, API keys or other authentication details with unauthorised individuals or organisations. This extends to moving licences from one named user to another.]
3.5.[No unauthorised third-party access. You shall take all reasonable steps to prevent and/or otherwise restrict third parties (including but not limited to contractors, competitors, or external users) from accessing the Software without proper licensing or Pilot’s explicit written permission.]
3.6.[No circumventing of access controls. You are prohibited from bypassing any access restrictions, such as using VPNs, proxies, or shared accounts to allow unlicensed users to access restricted content or services.]
3.7.[No use of bots or automated tools. You shall not set up any automated systems (including but not limited to bots, scripts, or APIs) to allow unauthorised third-party access to the Software or data held within.]
3.8.[Minimum system requirements. You must use hardware and software that are supported and up-to-date in order to access the Software.]
3.9.[No use of end-of-life software. You should not access the Software using software or hardware that is no longer supported by Pilot (e.g. outdated versions of windows, macOS, deprecated web browsers like internet explorer).]
3.10.[No false or misleading information. – You must provide accurate and truthful information during registration and general use of the Software, and are prohibited from creating fake accounts, impersonation, or misrepresentation of identity.]
3.11.[No payment fraud. – You shall not use stolen credit cards, fraudulent payment methods, and/or engage in any chargeback fraud or payment fraud of any kind.]
3.12.[No money laundering or financial fraud. You shall under no circumstances use the Software to transfer money illegally, engage in Ponzi schemes, and/or conduct fraudulent financial activities.]
3.13.[No Phishing, Scams, or Deceptive Practices. You shall not deceive, trick, or defraud other users (or attempt to) through phishing schemes, fake transactions or identity theft.]
3.14.[No automated or bot fraud. You shall not use any bots, scripts, or automated tools or similar, to manipulate the Software, scrape data, or create fake interactions.]
4.1.[API Rate Limits. Authorised API requests are limited to X calls per hour per user. Exceeding this may result in temporary access restrictions being applied by Pilot.]
4.2.[Fair use of customer support. Any support requests you make should be limited to reasonable inquiries related to service issues. Abuse of any Pilot support channels may result in account restrictions being applied.]
4.3.[Storage Limits. Any excessive storage through use of the Pilot file repository features may result in service restrictions.]
4.4.[Prohibited Content Distribution. Disclosing, disseminating or otherwise sharing copyrighted or illegal content through the Software is strictly prohibited.]
4.5.[Geographic Restrictions. The Software shall not under any circumstances be accessed in embargoed countries as per applicable law and any regulatory guidelines issued from time to time.]
4.6.[Restrictions on third-party integrations. You shall not use any unauthorised third-party plugins or integrations that compromise system integrity or performance of the Software.]
5.1.You may not use the Software:
5.1.1.If you are under 18.
5.1.2.In any way that breaches any applicable local, national or international law or regulation.
5.1.3.In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
5.1.4.For the purpose of harming or attempting to harm minors in any way.
5.1.5.To bully, insult, intimidate or humiliate any person.
5.1.6.To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
5.1.7.To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
5.1.8.In any way that involves child sexual exploitation or abuse.
5.1.9.To upload terrorist content.
5.2.You also agree not to access without authority, interfere with, damage or disrupt:
5.2.1.any part of the Software;
5.2.2.any equipment or network on which our site is stored;
5.2.3.any software used in the provision of our site; or
5.2.4.any equipment or network or software owned or used by any third party.
6.1.These content standards apply to any and all material which you contribute to our site (“Contribution”).
6.2.The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
6.3.Pilot will determine, in its discretion, whether a Contribution breaches the Content Standards.
6.4.A Contribution:
6.4.1.Must be accurate (where it states facts).
6.4.2.Only contain opinions that are genuinely held.
6.4.3.Must comply with the law applicable in any country from which it is posted and to
which the
website is targeted.
6.5.A Contribution must not:
6.6.Be defamatory of any person.
6.7.Be obscene, offensive, hateful or inflammatory.
6.8.Bully, insult, intimidate or humiliate.
6.9.Encourage, promote or provide instructions for deliberate self-harm.
6.10.Encourage, promote or provide instructions for suicide.
6.11.Encourage, promote or provide instructions for an eating disorder or behaviours associated with an eating disorder.
6.12.Promote sexually explicit material.
6.13.Include child sexual abuse material.
6.14.Incite violence or hatred against particular groups.
6.15.Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
6.16.Include content that would be considered a criminal offence under laws relating to terrorism, child sexual abuse material, racism or xenophobia.
6.17.Infringe any copyright, database right or trade mark of any other person.
6.18.Include video content that has been or would be likely to be given an R18 certificate by the British Board of Film Classification (BBFC).
6.19.Include video content not suitable for BBFC classification.
6.20.Include material that might impair the physical, mental or moral development of persons under the age of 18.
6.21.Be likely to deceive any person.
6.22.Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
6.23.Contain illegal content or promote any illegal content or activity.
6.24.Be in contempt of court.
6.25.Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
6.26.Be likely to harass, upset, embarrass, alarm or annoy any other person.
6.27.Impersonate any person or misrepresent your identity or affiliation with any person.
6.28.Give the impression that the Contribution emanates from Pilot, if this is not the case.
6.29.Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
6.30.Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
6.31.Contain any advertising or promote any services or web links to other sites.
7.1.When we consider that a breach of this Policy has occurred, we may take such action as we deem appropriate.
7.2.Failure to comply with this acceptable use policy constitutes a material breach of Subscription Agreement and we may do any of the following:
7.2.1.Terminate that Subscription agreement immediately as a result.
7.2.2.Immediate, temporary or permanent withdrawal of your right to use the Software.
7.2.3.Immediate, temporary or permanent removal of any Contribution uploaded by you to the Software.
7.2.4.Issue of a warning to you.
7.2.5.Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
7.2.6.Further legal action against you.
7.2.7.Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
7.3.We exclude our liability for all action we may take in response to breaches of this Policy.
7.4.The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
Last Updated:April 2025
This end user licence agreement (“EULA”) relates to the financial and mortgage advice software known as “Pilot” (“Software”) made available by Pilot Financial Systems Limited registered in England and Wales with company number 14118343 and with registered address at Chandos House, School Lane, Buckingham, Buckinghamshire MK18 1HD (“Pilot”) to the person/firm who buys such services (“Customer”) under a contract incorporating Pilot’s subscription service terms and conditions (“Subscription Agreement”).
Each user of the Software must be authorised to use the Software by the relevant Customer pursuant to a Subscription Agreement (“Authorised User”). You must not use the Software unless you are an Authorised User.
Each Authorised User agrees that it has read and acknowledges this EULA together with the following policies (together, the “Policies”):
The Authorised User’s access to, and use of, the Software is conditional on the Subscription Agreement remaining in full force and effect.
By using the Software, the Authorised User agrees to be bound by the terms of this EULA, which apply to the exclusion of all other terms. If the Authorised User does not agree to the terms of this EULA, it must not use the Software.
***Note particularly the limitations of liability in clause 4***
In this EULA: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to Pilot or Authorised User includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words; (v) a reference to writing or written includes emails but excludes faxes; and (vi) the following definitions apply (in addition to those above):
2.1.Subject to the ongoing access and use rights granted pursuant to the Subscription Agreement, Pilot hereby grants to the Authorised User the non-exclusive right to access and use the Software and the Documentation during the Term.
2.2.However, the Authorised User acknowledges that the EULA may be terminated immediately on written notice to the Authorised User by the Customer or Pilot. On termination for any reason, (i) all rights granted to the Authorised User under this EULA shall cease; and (ii) the Authorised User shall cease all activities authorised by this EULA.
2.3.The Authorised User acknowledges and agrees that Pilot and/or its licensors own all Intellectual Property Rights in the Software and its Outputs. Except as expressly stated herein, this EULA does not grant the Authorised User any Intellectual Property Rights or any other rights or licences to, in or in respect of the Software.
2.4.Use of the Software and Documentation shall be subject to the access/usage restrictions notified by (i) Pilot from time to time (including those set out in this EULA); and (ii) the Customer from time to time.
2.5.Pilot may provide to the Authorised User, from time to time, copies of the Documentation. Such Documentation may be supplied in electronic form.
2.6.The Authorised User may make such further copies of the Documentation as are reasonably necessary for the access and use of the Software and for training Authorised Users in use of the Software. The Authorised User shall ensure that all of Pilot’s proprietary notices are reproduced in any such copy.
2.7.Notwithstanding any other provision of this EULA, the Software is made available “as is” and Pilot specifically denies any implied or express representation that the Software will:
2.7.1.operate to any minimum standard;
2.7.2.be fit for any particular purpose;
2.7.3.operate on a particular browser (or version of the same); or
2.7.4.operate uninterrupted or error-free.
2.8.Pilot does not warrant that the Output will be accurate (and in particular, the Authorised User acknowledges its obligations in clause 3.2 and Pilot’s liability exclusions, including those in clause 4.6.
2.9.Pilot will use up-to-date anti-virus software to identify Viruses within the Software and remove the same where identified. Pilot shall have no obligation or responsibility to Authorised User regarding Viruses beyond the obligations set out in this clause.
2.10.Except as expressly licensed, the Authorised User has no right (and shall not permit any Authorised User or any third party) to copy, adapt, reverse engineer, access all or any part of the Software in order to develop software which competes with the same, decompile, disassemble, modify, adapt or make error corrections to the same in whole or in part.
2.11.The Authorised User shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Software and notify the Customer promptly of any such unauthorised access or use.
3.1.The Authorised User shall:
3.1.1.comply with any and all obligations applicable to it which are set out in this EULA, the Documentation, notified to it from time to time by the Customer and/or Pilot and any other obligations which are apparent or would be ordinarily expected to be complied with by the Authorised User in the ordinary course of receipt of similar software;
3.1.2.not do or permit anything to be done that will or may damage the business, reputation, image and/or goodwill of Pilot;
3.1.3.by bound by (and as applicable, comply with) the Policies as referenced above; and
3.1.4.be solely responsible for procuring and maintaining any necessary network connections and telecommunications links from its systems.
4.1.All representations or warranties (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in this EULA are hereby excluded. In particular, but without prejudice to the generality of the foregoing, Pilot makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Software for any purpose, whether or not such purpose is disclosed to Pilot.
4.2.The Authorised User hereby indemnifies Pilot from and against any and all liabilities,
costs, expenses,
damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest,
penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Pilot in
connection with:
(i) any failure of the Authorised User to ensure its compliance with Applicable Law in accordance with its
access to and
use of the Software;
(ii) any access to and/or use of the Software by the Authorised User other than as envisaged under this
EULA.
4.3.Pilot shall defend the Authorised User against any claim that the Software infringes any
United Kingdom
patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality,
and shall indemnify
the Authorised User for any amounts finally awarded against Authorised User in judgment or settlement of such
claims, provided
that:
(i) Pilot is given prompt notice of any such claim;
(ii) the claim does not result from the Authorised User’s failure to install an update or new version of
any part of
the Software as soon as is practicable following its release by Pilot;
(iii) the Authorised User provides reasonable co-operation to Pilot in the defence and settlement of such
claim
(at Pilot’s expense, provided such expenses are reasonable and can be evidenced to Pilot’s satisfaction); and
(iv) Pilot is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Pilot may procure the right for the Authorised User to continue using the Software, replace or modify the Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this EULA on 2 Business Days' notice to the Authorised User without any additional liability or obligation to pay liquidated damages or other additional costs to the Authorised User. In no event shall Pilot, its employees, agents and sub-contractors be liable to the Authorised User to the extent that the alleged infringement is based on: (a) a modification of the Software by anyone other than Pilot; (b) the Authorised User's use of the Software in a manner contrary to the instructions given to the Authorised User by Pilot; or (c) the Authorised User's use of the Software after notice of the alleged or actual infringement from Pilot or any appropriate authority. The foregoing states the Authorised User's sole and exclusive rights and remedies, and Pilot’s (including its employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
4.4.The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:
4.4.1.any breach of this EULA howsoever arising; and
4.4.2.any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
4.5.Nothing in this EULA shall limit or exclude Pilot’s or the Authorised User’s liability
for:
(i) death or personal injury caused by its negligence, or the negligence of its employees, agents or
sub-contractors;
(ii) fraud or fraudulent misrepresentation; and
(iii) any other liability which cannot be limited or excluded by Applicable Law.
4.6.Subject to clause 4.5 (and excluding any sums due under clause 4.3), Pilot’s liability in respect of loss or damage under this EULA shall not exceed £100 however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.
4.7.Subject to clause 4.5, in no event will Pilot be liable to the Authorised User (whether
in contract, tort,
negligence or otherwise):
(i) for any loss not flowing directly and naturally in the ordinary course of events from its own act or
omission;
(ii) for any loss, destruction, alteration or disclosure of any data;
(iii) for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage
to reputation;
(iv) for any indirect, special or consequential loss or damage;
(v) to the extent that any delay in performing or failure to perform Pilot’s obligations is due to a
failure by the
Authorised User to perform its own obligations under this EULA (or a failure by the Customer to perform its
obligations under the Subscription Agreement) or if delay results from a failure by the Authorised User to
comply with
reasonable requests by Pilot for instructions, information or action required by it to perform its obligations
within a reasonable time; or
(vi) for the consequences of any acts or omissions of the Authorised User, including its personnel.
5.1.A notice given pursuant to this EULA shall be in writing, addressed to the place of business of the relevant party (and, in respect of the Authorised User, to the Customer who shall be the Authorised User’s authorised agent for such purposes).
5.2.Such notices shall be: (i) delivered personally; (ii) sent by e-mail; or (iii) sent by pre-paid special delivery.
5.3.A notice is deemed to have been received:
5.3.1.if delivered personally, at the time of delivery;
5.3.2.in the case of e-mail, at the time of transmission, provided a delivery
notification is obtained
evidencing delivery of the email; and
5.3.3.in the case of special delivery, the date on which delivery takes place, as
evidenced by the
acknowledgement from the Royal Mail,
provided that, if receipt is not between the hours of 9am and 5pm on a Business Day, delivery shall be deemed to be at 9am on the following Business Day.
6.1.Save as expressly permitted in this EULA, the Authorised User may not freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA.
6.2.Pilot may freely assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA without the prior written consent of the Authorised User.
6.3.Neither party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party’s own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; fire; flood; or storm.
6.4.A natural or legal person who is not a party to this EULA shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
6.5. Variations:
6.5.1.Except as set out in this EULA, any variation, including the introduction of any additional terms and conditions, to this EULA shall only be binding when agreed in writing and signed by Pilot.
6.5.2.A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or Default. No failure or delay by a party in exercising any right or remedy under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law.
6.6.The construction, validity and performance of this EULA shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
6.7.No delay or omission by the Authorised User in exercising any of its rights or remedies under this EULA or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.
6.8.In the event that any provision of this EULA shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of this EULA so far as possible.
6.9.Nothing in this EULA is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
