Last updated: February 2026
Contract: The Customer’s purchase order or payment and the Estimate (or, where no Estimate has been issued, the Supplier’s invoice) constitute an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the written acceptance of the Estimate or return of the signed copy of the Estimate by the Customer, the Customer’s payment of the Supplier’s invoice, or the Supplier’s commencement or execution of work pursuant to the purchase order or Estimate, shall establish a contract for the supply and purchase of those Services on these conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.
Customer: The person, firm or company who purchases Services from the Supplier.
Supplier: BISON GRID LIMITED (company number: 04723654). Registered office: Green Hayes, Blind Lane, Fareham, PO17 5HD, UK. Supplier’s email: info@bisongrid.com
(each a “party”, together the “parties”)
Estimate: The list of services describing the project or services and setting out the estimated timetable, costs and responsibilities for the provision of the Services by the Supplier in accordance with the Contract. Where no Estimate has been issued, references to the Estimate in this Agreement shall be read as references to the Supplier’s invoice for the relevant Services.
Fees: The fees payable by the Customer for receipt of the Services, as set out in the Estimate or Contract Details. Other requested support services shall be charged on a time and materials basis, calculated in accordance with the Supplier’s standard hourly rates plus applicable VAT, which are available on request.
1.1 In this Agreement, the following expressions have the following meanings:
Agreement: means this software as a service agreement, including the Estimate, Contract Details and any Schedules.
API: the Supplier’s application programming interface (if any) made available to the Customer in connection with the Services, enabling the exchange of data between the Customer’s systems and the Software, as described in the Estimate or Contract Details.
App: the Supplier’s mobile application (if any) made available to the Customer’s Authorised Users in connection with the Software, as described in the Estimate or Contract Details, and any updates to it from time to time.
Authorised Users: the employees, directors, contractors or consultants of the Customer who are authorised by the Customer to access and use the Services under a User Licence, as further described in Clause 3.
Commencement Date: is the date on which the Supplier will start to provide the Services to the Customer.
Confidential Information: all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, this Agreement and any information used in or relating to the business of the parties (including information relating to the parties’ products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to the disclosing party.
Contract Details: the core terms of this Agreement as listed on the front pages of this Agreement, which includes the sections titled “Parties” and “Core Terms”.
Critical Incident: an Incident that: (a) renders the Software wholly unavailable to the Customer or a material number of its users; or (b) poses an imminent risk of loss of, or unauthorised access to, Customer Data.
Customer Data: the data inputted by the Customer (including its affiliates, employees, directors) into the Software or otherwise provided to the Supplier as part of the Customer’s use of the Services.
Data Processing Agreement: the Supplier’s data processing agreement as published at https://www.bisongrid.com/data-processing-agreement/ or as otherwise agreed in writing between the parties, which forms part of this Agreement.
Data Protection Laws: all applicable data protection and privacy legislation in force in the United Kingdom, including but not limited to: (a) the UK GDPR as defined in section 3(10) of the Data Protection Act 2018, and supplemented by section 205(4) (“UK GDPR”); (b) the Data Protection Act 2018; and (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426), in each case as amended, updated or replaced from time to time, and the term Personal Data shall have the meaning set out in the UK GDPR.
Documents: the document(s) made available to the Customer via https://www.bisongrid.com or such other web address notified by the Supplier to the Customer from time to time, which sets out a description of the Services and any relevant user instructions.
Email Service: the transactional email sending service (if any) provided by the Supplier to the Customer as part of the Services, enabling the automated delivery of system-generated emails (including but not limited to password resets, account notifications, form submissions and order confirmations), subject to any volume limits specified in the Estimate or Contract Details.
Incident: any Vulnerability, Virus or security incident which: (a) may affect the Software or the Services; (b) may affect the Supplier’s network and information systems, such that it could potentially affect the Customer or the Software or the Services; or (c) is reported to the Supplier by the Customer.
Intellectual Property Rights: copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and wherever existing.
Licensing Model: means either Platform Licence or User Licence, as specified for each Service in the Estimate or Contract Details.
Platform Licence: a licence to access and use the Services on a per-service basis (without restriction on the number of individual users), as further described in Clause 3.
Service Level: means Lite, Standard or Enterprise, as specified in the Estimate or Contract Details.
Service Resources: the server specifications, storage capacity, bandwidth, processing capacity, and any other hosting or infrastructure resources allocated to the Customer as specified in the Estimate or Contract Details.
Services: the services provided by the Supplier to the Customer including providing the Software, Documents, the App (if applicable), the API (if applicable), the Email Service (if applicable), and any applicable Support Services.
Software: means the online software and applications provided by the Supplier to the Customer as described in the Estimate or Contract Details and the Documents.
Support Channels: the methods by which the Customer may contact the Supplier for support, as specified for the applicable Service Level.
Support Services: the related support services (if any) provided by the Supplier to the Customer to assist the Customer with any technical and advisory support in connection with the Customer’s use of the Software and the Documents as set out in the Estimate or Contract Details.
Term: the duration of this Agreement from the Commencement Date until termination in accordance with the clause titled “term of this agreement” or “termination” below.
User Licence: a licence to access and use the Services granted on a per-user basis to individual Authorised Users, as further described in Clause 3. For the avoidance of doubt, where a User Licence includes access to the App, each User Licence entitles one Authorised User to install and use the App on one device at a time.
User Subscriptions: the individual user subscriptions purchased by the Customer from time to time to enable Authorised Users to access and use the Services under a User Licence in accordance with this Agreement (as confirmed by the Supplier in writing).
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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 The words include, includes and including are deemed to be followed by the words without limitation.
1.4 Reference to writing or written includes e-mail.
2.1 This Agreement shall commence on the date it is signed by both parties (with the Services to be provided from the Commencement Date) and shall continue unless and until terminated by either party in accordance with this Clause 2 or the clause titled “termination” below (the “Term”).
2.2 This Agreement has a minimum term of 3 months from the Commencement Date (“Minimum Term”). During the Minimum Term, neither party may terminate this Agreement under Clause 2.3.
2.3 After the expiry of the Minimum Term, either party may terminate this Agreement by giving the other party not less than 30 days’ written notice, such termination to take effect at the end of the notice period.
Grant of Rights
3.1 In consideration of payment of the Fees and subject to the terms of this Agreement, the Supplier grants the Customer a non-exclusive and non-transferable right to use the Services during the Term in accordance with the applicable Licensing Model.
3.2 The Licensing Model applicable to each Service shall be as specified in the Estimate or Contract Details. Where no Licensing Model is specified, a Platform Licence shall apply by default.
Platform Licence
3.3 Where a Platform Licence applies:
3.3.1 the Customer may permit any number of its employees, directors, contractors or consultants to access and use the Services, provided that the Customer remains responsible for all such users’ compliance with the terms of this Agreement;
3.3.2 the Customer shall be responsible for managing user accounts and access credentials in relation to the Services; and
3.3.3 the Supplier shall provide the Services to the Customer in accordance with the service description and specifications set out in the Estimate or Contract Details.
User Licence
3.4 Where a User Licence applies:
3.4.1 the Supplier will provide the Services to the Customer to satisfy the number of User Subscriptions purchased by the Customer;
3.4.2 the Customer shall not allow any person other than Authorised Users to access or use the Services, and shall ensure that each Authorised User uses the Services using only their own unique login credentials;
3.4.3 each User Licence is personal to the named Authorised User and may not be shared between individuals. The Customer may reassign a User Licence to a new Authorised User where the original Authorised User no longer requires access (for example, because they have left the Customer’s employment), provided that the Customer notifies the Supplier in writing of such reassignment; and
3.4.4 the maximum number of Authorised Users may not exceed the number of User Subscriptions purchased by the Customer at any time, unless the Customer purchases additional User Subscriptions in accordance with Clause 3.5.
3.5 The Customer may request to purchase additional User Subscriptions from time to time by notifying the Supplier in writing of its request. Where the Customer does so, and the Supplier approves this request in writing, the Customer will pay the invoice for the Supplier’s Fees including the costs of the additional User Subscriptions in accordance with the payment terms in this Agreement.
Mobile App
3.6 Where the Services include access to the App:
3.6.1 each User Licence entitles the Authorised User to download and install the App on one mobile device at a time for use in connection with the Services;
3.6.2 the Customer shall ensure that each Authorised User downloads the App only from the Supplier’s authorised distribution channels (which may include third-party app stores);
3.6.3 the Customer acknowledges that use of the App may be subject to additional terms imposed by the relevant app store operator (including Apple’s App Store and Google Play), and it is the Customer’s responsibility to comply with such terms;
3.6.4 the Customer shall ensure that Authorised Users keep the App updated to the latest version made available by the Supplier. The Supplier shall not be liable for any defect, Vulnerability, or reduced functionality arising from the use of an outdated version of the App where an update addressing the relevant issue has been made available; and
3.6.5 on termination of an Authorised User’s User Licence (whether by reassignment under Clause 3.4.3 or termination of this Agreement), the Customer shall procure that the relevant Authorised User promptly uninstalls the App from all devices.
API Access
3.7 Where the Estimate or Contract Details specifies that the Customer has access to the API:
3.7.1 the Supplier grants the Customer a non-exclusive, non-transferable right to access and use the API during the Term solely for the purpose of exchanging data between the Customer’s systems and the Software in connection with the Services;
3.7.2 the Customer shall use the API in accordance with the Supplier’s API documentation and any technical specifications, usage policies or acceptable use requirements notified by the Supplier to the Customer from time to time;
3.7.3 API access shall be subject to the usage limits, rate limits, and any call or data volume thresholds specified in the Estimate or Contract Details. The Supplier may throttle, suspend, or restrict the Customer’s API access where the Customer’s usage materially exceeds the agreed parameters or threatens the performance, availability, or security of the Services;
3.7.4 the Customer shall keep all API keys, tokens, and authentication credentials secure and shall not share them with any third party without the Supplier’s prior written consent;
3.7.5 API access fees shall be charged on the basis specified in the Estimate or Contract Details (which may include per-call, per-volume, tiered, or flat-rate charging). Where API usage exceeds the thresholds specified in the Estimate, the Supplier shall be entitled to charge for such excess usage at the rates notified to the Customer in writing;
3.7.6 the Customer is solely responsible for the accuracy, integrity, and lawfulness of all data transmitted to the Software via the API. The Supplier shall not be liable for any errors, data corruption, service degradation, or loss arising from data received via the Customer’s API integration or from the Customer’s failure to comply with the Supplier’s API documentation;
3.7.7 the Supplier may update, modify, or deprecate the API from time to time. Where any such change would materially affect the Customer’s existing API integration, the Supplier shall use reasonable endeavours to give the Customer at least 30 days’ written notice of the change; and
3.7.8 on termination of this Agreement, the Customer’s right to access and use the API shall cease immediately and the Customer shall destroy or delete all API keys, tokens, and authentication credentials.
General Provisions (all Licensing Models)
3.8 Except for the Customer’s right to use the Services as expressly granted in this Agreement, this Agreement does not grant the Customer any Intellectual Property Rights in respect of the Services (including the App and the API) and all Intellectual Property Rights in the Services shall vest in, and remain vested in, the Supplier (or its licensors, if applicable).
3.9 To the extent that the Customer acquires any Intellectual Property Rights in the Software, the App, or the API, the Customer will, on the Supplier’s written demand, assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this Clause 3.9 at its own cost.
3.10 The Supplier confirms that it has all the rights in relation to the Services (including the App and the API) that are necessary to provide them in accordance with this Agreement.
3.11 The Customer owns all rights (including any Intellectual Property Rights) in the Customer Data.
3.12 The Customer will not:
3.12.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the App, the API and/or Documents (as applicable) in any form or media or by any means;
3.12.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, the App, or the API;
3.12.3 access all or any part of the Services in order to build a product or service which competes with the Services;
3.12.4 grant any sublicences to any other party to use the Services, the App, or the API; or
3.12.5 access, store, distribute or transmit Viruses or any harmful or illegal material during the course of its use of the Services.
4.1 From the Commencement Date, the Supplier will provide the Services and make available the Documents to the Customer.
4.2 The Supplier shall provide the Services with reasonable skill and care.
4.3 The Supplier does not warrant that:
4.3.1 the Customer’s use of the Services will be uninterrupted or error-free;
4.3.2 the Services will meet the Customer’s requirements;
4.3.3 the Services will be free from Vulnerabilities or Viruses; or
4.3.4 the Services will comply with any of the Customer’s cybersecurity requirements.
4.4 From the Commencement Date, the Supplier agrees to provide the Support Services in accordance with the service levels set out in the clause titled “service levels” below.
4.5 The Supplier will provide the Customer with customer support services during the applicable Business Hours and in accordance with the Service Level applicable to the Customer, as set out in Clause 9.
4.6 The Supplier shall notify the Customer without undue delay and in any event within 24 hours of becoming aware of any Incident that affects or may affect the Customer Data or the Customer’s use of the Services.
Service Resources
4.7 Where the Estimate or Contract Details specifies Service Resources:
4.7.1 the Supplier shall provide the Services in accordance with the Service Resources specified in the Estimate or Contract Details;
4.7.2 the Customer’s use of the Services shall be subject to the Service Resources allocated. The Supplier shall not be obliged to provide resources in excess of those specified in the Estimate or Contract Details;
4.7.3 where the Customer’s usage approaches or exceeds the allocated Service Resources (including but not limited to storage capacity, bandwidth, or processing limits), the Supplier shall use reasonable endeavours to notify the Customer and may:
(a) offer the Customer the opportunity to purchase additional Service Resources at the Supplier’s then-current rates;
(b) throttle or restrict the Customer’s access to the Services to the extent necessary to maintain performance within the allocated Service Resources; or
(c) where the Customer’s usage materially exceeds the allocated Service Resources and the Customer has not agreed to purchase additional resources, charge the Customer for excess usage at the rates notified to the Customer in writing;
4.7.4 the Customer may request an upgrade to the allocated Service Resources at any time by written notice to the Supplier. Any upgrade shall be subject to the Supplier’s written confirmation and the applicable increase in Fees;
4.7.5 the Supplier may, from time to time, migrate or update the underlying infrastructure used to deliver the Services, provided that such migration or update does not materially reduce the Service Resources available to the Customer below the levels specified in the Estimate or Contract Details; and
4.7.6 the Supplier does not warrant that the Service Resources specified in the Estimate will be sufficient for the Customer’s requirements. It is the Customer’s responsibility to assess its own resource needs and to request additional Service Resources where necessary.
Domain Name Services
4.8 Where the Services include domain name registration or management:
4.8.1 the Supplier shall register and maintain the domain name(s) on behalf of the Customer. The Customer shall be recorded as the registrant of any domain name registered under this Agreement;
4.8.2 the Customer is responsible for ensuring that its chosen domain name does not infringe the intellectual property rights of any third party. The Supplier accepts no liability for any claim arising from the Customer’s choice of domain name;
4.8.3 on termination of this Agreement, the Supplier shall, on written request from the Customer received within 30 days of termination, transfer the domain name(s) to the Customer or to a registrar nominated by the Customer. After such 30-day period, the Supplier shall have no obligation to maintain the domain registration; and
4.8.4 domain registration fees included in the Fees cover standard domain extensions. The Supplier reserves the right to charge additional fees for premium domain extensions or premium domain names, subject to prior written notice to the Customer.
Email Services
4.9 Where the Services include the Email Service:
4.9.1 the Supplier shall provide a transactional email sending service for the delivery of system-generated emails only. The Email Service is limited to transactional emails and does not include bulk marketing emails, newsletters, promotional campaigns, or any form of unsolicited commercial messaging;
4.9.2 the Email Service is subject to any monthly volume limits specified in the Estimate. Where the Customer’s usage exceeds the allocated monthly volume, Clause 4.7.3 shall apply;
4.9.3 the Supplier delivers the Email Service using third-party email infrastructure providers selected at the Supplier’s discretion. The Supplier may change the underlying provider at any time, provided the Email Service is not materially degraded;
4.9.4 the Supplier shall configure and maintain email authentication records (including SPF, DKIM and DMARC) for the Customer’s sending domain(s) where technically practicable. The Customer shall co-operate with the Supplier in implementing such records, including by updating DNS records as directed by the Supplier; and
4.9.5 the Supplier does not guarantee the delivery of any individual email. Email delivery is subject to factors outside the Supplier’s reasonable control, including recipient server policies, spam filtering, and third-party provider availability.
5.1 The Customer will:
5.1.1 co-operate with the Supplier and provide all necessary information to allow the Supplier to provide the Services;
5.1.2 ensure that any users who have access to the Software comply with the terms of this Agreement;
5.1.3 use the Services in accordance with the terms and conditions of this Agreement.
5.2 The Customer will:
5.2.1 keep secure all login information for the use of the Services;
5.2.2 allow the Supplier to audit the use of the Services where the Supplier provides the Customer with reasonable prior written notice, including the right to verify that the number of Authorised Users does not exceed the number of User Subscriptions purchased and that the Customer’s usage does not exceed the allocated Service Resources;
5.2.3 ensure that the Customer’s network and systems comply with all relevant specifications provided by the Supplier in relation to use of the Services;
5.2.4 be responsible for obtaining, maintaining and securing its own internet connection;
5.2.5 where the Supplier provides DNS or edge rule management services, ensure that the Customer’s domain name(s) remain pointed to the Supplier’s designated nameservers or proxy services for the duration of the Services, and notify the Supplier in writing before making any changes to domain DNS configuration.
5.3 The Customer shall comply with the restrictions set out in Clause 3.12.
5.4 The Customer shall not introduce or permit the introduction of any Virus or Vulnerability into the Supplier’s network and information systems.
5.5 The Customer shall use all reasonable efforts to prevent any unauthorised access to the Services. Upon discovering any unauthorised access, the Customer must immediately notify the Supplier.
5.6 The Customer shall notify the Supplier immediately of any Incidents.
5.7 The Customer acknowledges that any delay caused by the Customer failing to fulfil any of its obligations under this Agreement may mean that the Supplier needs to adjust any agreed timescales and could lead to an increase in the Fees.
5.8 Where the Services include the Email Service, the Customer shall:
5.8.1 use the Email Service only for transactional emails directly triggered by user actions or system events, and shall not use the Email Service for bulk marketing, newsletters, promotional campaigns, unsolicited commercial messages, or any form of spam;
5.8.2 ensure that all emails sent via the Email Service comply with all applicable laws and regulations, including but not limited to the Privacy and Electronic Communications Regulations 2003 and the UK GDPR;
5.8.3 not send or permit the sending of any email content that is unlawful, defamatory, threatening, abusive, fraudulent, or that contains malware or phishing content;
5.8.4 maintain valid and current consent or lawful basis for processing the personal data of any email recipients, and include a valid reply-to address and accurate sender information in all emails;
5.8.5 not take any action that damages or is likely to damage the Supplier’s email sending reputation, IP addresses, or domain reputation, including but not limited to sending emails to purchased, harvested, or unverified email lists; and
5.8.6 acknowledge that, where the Supplier reasonably determines that the Customer’s use of the Email Service is in breach of this Clause 5.8 or is damaging or threatening to damage the Supplier’s sending reputation, the Supplier may immediately suspend or restrict the Email Service without prior notice and without liability to the Customer.
6.1 The Customer will pay the Fees to the Supplier for the Services in accordance with this Clause 6.
6.2 On the Commencement Date, the Customer will provide to the Supplier valid, up-to-date and complete credit card details or confirm its alternative payment method.
6.3 Where the Supplier provides the Customer with an invoice, the Customer will pay each invoice within 30 days after the date of such invoice.
6.4 All amounts and Fees stated or referred to in this Agreement are exclusive of value added tax, which shall be charged where applicable in accordance with relevant tax legislation and added to the Supplier’s invoice(s) at the appropriate rate.
6.5 If the Supplier has not received payment before expiry of the due date:
6.5.1 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Bank of England Base Rate, commencing on the due date and continuing until fully paid; and
6.5.2 the Supplier may, without liability to the Customer, stop providing the Services where any invoices remain unpaid.
6.6 The Supplier shall be entitled to increase the Fees payable under this Agreement no more than once in any 12-month period, upon no less than 30 days’ prior written notice to the Customer. For the avoidance of doubt, the Customer’s right to terminate under Clause 2.3 shall apply following receipt of any such notice.
7.1 The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.
7.2 To the extent that the Supplier processes Personal Data on behalf of the Customer in the course of providing the Services, the Supplier shall be a processor (as defined in the UK GDPR) and the Data Processing Agreement shall apply to such processing. The Data Processing Agreement is incorporated into and forms part of this Agreement.
7.3 The Supplier shall implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed in connection with this Agreement.
7.4 Where required by Data Protection Laws, the parties will negotiate in good faith any amendments to the Data Processing Agreement or enter into such further agreements as may be necessary to comply with Data Protection Laws.
8.1 A party receiving Confidential Information under this Agreement (the “Receiving Party”) shall maintain the confidentiality of the Confidential Information of the other Party (the “Disclosing Party”) and shall not without the prior written consent of the Disclosing Party or in accordance with this Agreement, disclose or copy the Disclosing Party’s Confidential Information other than to the extent necessary in connection with its express rights and obligations under this Agreement.
8.2 The Receiving Party:
8.2.1 undertakes to disclose the Disclosing Party’s Confidential Information only to those of its permitted recipients to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement or as otherwise reasonably necessary in connection with the Receiving Party’s express rights and/or obligations under this Agreement; and
8.2.2 shall be responsible to the Disclosing Party for any acts or omissions of any of the persons referred to in Clause 8.2.1 in respect of the confidentiality and security of the Disclosing Party’s Confidential Information as if it were the Receiving Party’s own.
8.3 The provisions of this Clause 8 shall not apply to information which:
8.3.1 is or comes into the public domain through no fault of the Receiving Party, its officers, employees, agents or contractors;
8.3.2 is lawfully received by the Receiving Party from a third party free of any obligation of confidence at the time of its disclosure;
8.3.3 is independently developed by the Receiving Party (or any of its affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
8.3.4 is required by law, by court or governmental or regulatory order to be disclosed.
8.4 The obligations in this Clause 8 shall survive the termination or expiry of this Agreement and last for a period of 3 years.
Availability
9.1 The Supplier shall ensure that:
9.1.1 the Software is available to the Customer at least 99.9% of the time during any business day in the United Kingdom (excluding public or bank holidays) during the applicable Business Hours for the Customer’s Service Level, where:
(a) Lite Business Hours means 9:00am to 5:00pm GMT;
(b) Standard Business Hours means 8:00am to 6:00pm GMT; and
(c) Enterprise Business Hours means 6:00am to 10:00pm GMT,
(each “Business Hours” for the applicable Service Level); and
9.1.2 that it provides the level of customer support applicable to the Customer’s Service Level as set out in this Clause 9.
9.2 The Supplier shall use commercially reasonable efforts to make the Software available to the Customer 24 hours a day, seven days a week, except for:
9.2.1 planned maintenance carried out during Business Hours for the applicable Service Level, provided that the Supplier uses reasonable endeavours to give the Customer at least 1 business day’s notice in advance; and
9.2.2 unscheduled maintenance performed outside Business Hours, provided that the Supplier uses reasonable endeavours to give the Customer at least 1 business day’s notice in advance.
9.3 The 99.9% availability target at Clause 9.1.1 shall be calculated excluding any periods of planned maintenance carried out in accordance with Clause 9.2.1.
Service Level Tiers
9.4 The Service Level applicable to the Customer shall be as specified in the Estimate or Contract Details. Where no Service Level is specified, the Lite Service Level shall apply by default.
9.5 The Supplier shall provide support to the Customer in accordance with the applicable Service Level as follows:
9.5.1 Lite
(a) Support shall be provided by email during Lite Business Hours (9:00am to 5:00pm GMT).
(b) The Supplier shall use reasonable endeavours to provide an initial response to support requests within 24 hours of receipt during Business Hours.
(c) Support requests received outside Business Hours shall be deemed received at the start of the next business day.
9.5.2 Standard
(a) Support shall be provided by email and telephone during Standard Business Hours (8:00am to 6:00pm GMT).
(b) The Supplier shall use reasonable endeavours to provide an initial response to support requests within 12 hours of receipt during Business Hours.
(c) For Critical Incidents reported during Business Hours, the Supplier shall use reasonable endeavours to provide an initial response within 4 hours of receipt.
(d) Support requests received outside Business Hours shall be deemed received at the start of the next business day.
9.5.3 Enterprise
(a) The Supplier shall assign a dedicated point of contact (“Customer Success Manager”) to the Customer, who shall act as the Customer’s primary liaison for service management, onboarding, and ongoing account support.
(b) Support shall be provided by priority email and telephone during Enterprise Business Hours (6:00am to 10:00pm GMT).
(c) The Supplier shall use reasonable endeavours to provide an initial response to support requests within 4 hours of receipt during Business Hours.
(d) For Critical Incidents reported during Business Hours, the Supplier shall use reasonable endeavours to provide an initial response within 1 hour of receipt.
(e) Support requests received outside Business Hours shall be deemed received at the start of the next business day, save that Critical Incidents shall be actioned in accordance with any out-of-hours procedures agreed between the parties in writing.
General Provisions
9.6 The response times set out in Clause 9.5 are targets and not guarantees. The Supplier shall use reasonable endeavours to meet the applicable target response times but shall not be in breach of this Agreement by reason only of a failure to meet a target response time.
9.7 “Initial response” means an acknowledgement by the Supplier that a support request has been received, together with (where reasonably practicable) an initial assessment of the nature and severity of the issue and an indication of next steps. It does not mean that the issue will be resolved within the applicable response time.
9.8 The Customer may request an upgrade to a higher Service Level at any time by written notice to the Supplier. Any upgrade shall take effect from the start of the next billing period following the Supplier’s written confirmation of the upgrade and the applicable increase in Fees.
9.9 The Customer may request a downgrade to a lower Service Level by giving not less than 30 days’ written notice prior to the end of the then-current billing period. Any downgrade shall take effect from the start of the next billing period following expiry of such notice.
9.10 For the avoidance of doubt, the 99.9% availability commitment at Clause 9.1.1 applies to all Service Levels equally (measured during the applicable Business Hours for each Service Level and excluding planned maintenance in accordance with Clause 9.3) and is not affected by the Customer’s chosen Service Level.
| Feature | Lite | Standard | Enterprise |
|---|---|---|---|
| Platform Availability | 99.9%* | 99.9%* | 99.9%* |
| Business Hours | 9am – 5pm | 8am – 6pm | 6am – 10pm |
| Support Channels | Email & Telephone | Priority Email & Telephone | |
| Customer Success Manager | — | — | ✓ Dedicated |
| Target Response (Standard) | 24 hours | 12 hours | 4 hours |
| Target Response (Critical) | — | 4 hours | 1 hour |
| Out-of-Hours Critical Cover | — | — | By agreement |
| Planned Maintenance | During Business Hours | During Business Hours | During Business Hours |
*Excluding planned maintenance periods
10.1 The Customer shall indemnify and hold harmless the Supplier against all liabilities, costs, expenses, damages and losses (including all direct losses, loss of reputation and all interest, penalties and reasonable legal charges) suffered or incurred by the Supplier arising out of or in connection with the Customer’s breach of the terms of this Agreement or the Customer’s use of the Services in a manner not permitted by this Agreement.
10.2 For the avoidance of doubt, the limit of liability under the clause titled “limitation of liability” below shall apply to claims under the indemnity in this Clause 10.
11.1 Except as expressly and specifically provided in this Agreement:
11.1.1 the Customer assumes sole responsibility for its use of the Services and any results it obtains;
11.1.2 the Supplier excludes all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, to the fullest extent permitted by applicable law; and
11.1.3 the Services are provided to the Customer on an “as is” basis.
11.2 Neither party excludes nor limits any liability for:
11.2.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
11.2.2 fraud or fraudulent misrepresentation; and
11.2.3 any other liability to the extent it cannot be excluded or limited by law.
11.3 Subject to Clause 11.2, the Supplier shall not be liable whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
11.4 Subject to Clause 11.2, the Supplier shall not be liable for:
11.4.1 wasted expenditure;
11.4.2 additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;
11.4.3 anticipated savings; and
11.4.4 loss of, corruption or damage to, data, except to the extent that such loss, corruption or damage is directly caused by the Supplier’s failure to maintain backup or disaster recovery procedures in accordance with the service levels agreed under this Agreement.
11.5 The Supplier’s total liability in respect of each and every claim or loss arising under or in connection with this Agreement shall not exceed £1,000,000 (one million pounds sterling).
12.1 Where this Agreement is terminated by the Supplier under Clause 2.3, the Supplier shall refund to the Customer a pro-rata amount of any Fees paid in advance in respect of the period after the date of termination.
12.2 Either party may, without affecting its other rights under this Agreement, by notice in writing to the other party immediately terminate this Agreement if the other:
12.2.1 fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
12.2.2 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach;
12.2.3 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
12.2.4 ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
12.3 In the event of termination of this Agreement for any reason:
12.3.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services, shall procure that all Authorised Users uninstall the App from their devices, and shall destroy or delete all API keys, tokens, and authentication credentials; and
12.3.2 each party will within 14 days of such termination return (or, at the other party’s option, destroy) all the other party’s Confidential Information in its possession or under its control and all copies of such information.
12.4 On termination or expiry of this Agreement for any reason, the Supplier shall, on written request from the Customer received within 30 days of termination, make available to the Customer a copy of the Customer Data in a commonly used format. After such 30-day period, the Supplier shall have no obligation to retain Customer Data and may delete it in accordance with its standard data retention policies.
12.5 For the avoidance of doubt, the domain name transfer provisions at Clause 4.8.3 shall apply in addition to the obligations in this Clause 12.
13.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from any Uncontrollable Events.
13.2 In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 45 days, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.
13.3 In this Clause 13, “Uncontrollable Events” means an event outside the party’s reasonable control including, without limitation: natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war or armed conflict, nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this Clause, or companies in the same group as that party).
14.1 Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
14.2 Costs: Each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
14.3 Survival of terms: The parties intend the following terms to survive termination of this Agreement: Clause 1, Clause 3 (to the extent of restrictions on use), Clause 5 (to the extent of ongoing obligations), Clause 7, Clause 8, Clause 10, Clause 11, Clause 12, and Clause 14.
14.4 Relationship of the parties: The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
14.5 Assignment and other dealings: The Customer shall not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent or except as expressly permitted in this Agreement. The Supplier may assign or transfer this Agreement to any member of its corporate group or to any successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that such assignment does not materially reduce the rights of the Customer under this Agreement.
14.6 Entire agreement: This Agreement, and any document referred to in it (including the Data Processing Agreement), contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly referred to in this Agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this Agreement. Nothing in this Clause limits or excludes any liability for fraud or fraudulent misrepresentation.
14.7 Variation: No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party. The Supplier may update these general terms and conditions from time to time by publishing revised terms at https://www.bisongrid.com/terms-and-conditions/. The Supplier shall give the Customer at least 30 days’ written notice of any material changes. Continued use of the Services after such notice period constitutes acceptance of the revised terms.
14.8 Severability: If any clause in this Agreement (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
14.9 Waiver: No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
14.10 Notices: Notices under this Agreement must be in writing and sent to the other party’s address or email address, as set out in the Contract Details or Estimate. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English Bank Holidays) after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).
14.11 Counterparts: This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. This Agreement will not be effective until each party has signed one counterpart.
14.12 Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.