Skip to content

Terms and Conditions

Last updated: September 2026

Please read these terms and conditions carefully before using Our Service.

They are in two parts. Part A applies to everyone who uses the Website or the Platform. Part B, the Sustained Impact SaaS Terms and Conditions, also applies to any organisation that buys a Subscription, and for that Subscription Part B prevails wherever the two differ.

Part A: Terms of use

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Country refers to: United Kingdom
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Unimagined Limited, with registered address: International House, 6 South Molton Street, London, W1K 5QF, registered in England and Wales with Company No. 12877614.
  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
  • Platform refers to Sustained Impact, the Company's software platform, accessible from impact.sustained.com.
  • Service refers to the Website and the Platform.
  • Subscription means a paid subscription to the Platform bought online through the Service.
  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions, Part A and Part B, that form the entire agreement between You and the Company regarding the use of the Service.
  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers to Sustained, accessible from www.sustained.com
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Subscriptions

A Subscription is governed by Part B. In short: it runs for a minimum term of twelve months from the date of Your first payment and renews automatically for further twelve-month terms unless You cancel it from the subscription page of the Platform before the end of the current term; it is paid annually in advance or in twelve monthly payments a term; and fees are not refundable. Part B sets out the full terms.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

If You hold a Subscription, it can only be suspended or terminated as Part B provides.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. If You hold a Subscription, liability in connection with it is set out in Part B.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

A change to Part B applies to an existing Subscription as clause 15.10 of Part B provides.

Contact Us

If you have any questions about these Terms & Conditions, You can contact us:

By email: help@sustained.com

Part B: Sustained Impact SaaS Terms and Conditions

Part B applies to every Subscription. It is the Sustained Impact SaaS Terms and Conditions on which Sustained contracts with its customers, with clause 15, which sets out how they apply to a Subscription bought online and prevails over clauses 1 to 14 wherever they differ. Within Part B, the definitions in clause 1.1 apply in place of those in Part A, and "Sustained" is the Company.

These Sustained Impact SaaS Terms and Conditions are between Sustained and Customer, (as more fully set out on the Sustained Impact SaaS Form) each a "Party", collectively the "Parties". Sustained has developed Sustained Impact, an intelligent sustainability platform which utilises an environmental foot printing calculation tool to enhance environmental sustainability and profitability of food production and manufacturing. The Customer wishes to use Sustained Impact in its internal business operations. Sustained has agreed to provide, and the Customer has agreed to take and pay for a subscription to Sustained Impact subject to the Sustained Impact SaaS Form and these Sustained Impact SaaS Terms and Conditions including Schedules (collectively the "Agreement").

1. Interpretation

1.1 Definitions

  • Affiliate: Sustained and any other entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, Sustained.
  • Authorised Users: those employees of the Customer who are Authorised by the Customer to use the Services.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales when banks in the UK are open for business.
  • Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be interpreted accordingly.
  • Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party's Representatives, whether before or after the date of this Agreement, including but not limited to (i) any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party, and (ii) the operations, processes, product information, know-how, designs, trade secrets or software (including, where Sustained is the disclosing Party, the Software and Services Information) of the disclosing Party.
  • Customer Data: the data inputted by the Customer or Authorised Users for the purpose of using the Services or facilitating the Customer's use of the Services, including information on Customer's raw materials and processes such as and not limited to ingredients and formulation, number of products, location of warehouses, facilities used and productivity indexes, such as energy utilisation as well as other metric numbers related to food production and its potential environmental impacts.
  • Effective Date: the date stated in the Sustained Impact SaaS Form.
  • Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
  • Initial Subscription Term: the initial term of this Agreement as set out in the Sustained Impact SaaS Form.
  • Normal Business Hours: 8.00 am to 6.00 pm local British time, each Business Day.
  • Renewal Period: the period described in clause 13.1.
  • Representatives: means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.
  • Results: means all results related to information generated by the Service and that are based on the Customer Data, including modifications, improvements, upgrades, derivative works and feedback on the Customer Data.
  • Services: the internet-accessible subscription services provided by Sustained to the Customer under this Agreement through Sustained's platform (Sustained Impact), as further specified in Schedule A: Features.
  • Services Information: data and information which has resided within or is provided by the Services before the Customer Data is supplied to the Services or Software or regardless of the supply of the Customer Data to the Services or Software, as well as data and information in user guides, online help, release notes, training materials and other documentation provided or made available by Sustained to Customer regarding the use or operation of the Services.
  • Software: the Sustained Impact online software application used to provide the Services.
  • Standard Customer Support Services: email support with 24 hours response time targets.
  • Subscription Fee: the subscription fees payable by the Customer to Sustained for the Subscriptions, as set out in the Sustained Impact SaaS Form.
  • Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  • Subscriptions: the subscriptions purchased by the Customer pursuant to 8.1 which entitle Authorised Users to access and use the Services in accordance with this Agreement.
  • Virus: anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, telecommunications service, equipment, or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program 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.
  • 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 the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision. A reference to writing or written excludes fax but not email. References to clauses and schedules are to the clauses and schedules of this Agreement.

2. Subscriptions

Subject to (i) the Customer purchasing the Subscriptions in accordance with the terms and conditions of this Agreement; and (ii) the restrictions set out in this Agreement, Sustained hereby grants to the Customer a non-exclusive, non-transferable, revocable licence to permit only the Authorised Users to access and use the Services during the Subscription Term solely for the Customer's internal business operations. The Customer acknowledges that Sustained has no obligation and will not deliver to Customer copies of the Software.

2.1 In relation to the Authorised Users, the Customer undertakes that:

  • (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of Subscriptions;
  • (b) it will not allow or suffer any Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, and in each case with Sustained's written consent;
  • (c) each Authorised User shall keep a secure password for their use of the Services and each Authorised User shall keep their password confidential; and
  • (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Sustained within 5 (five) Business Days of Sustained's written request at any time or times.
  • (e) it shall permit Sustained or Sustained's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer Data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Sustained's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
  • (f) if any of the audits referred to in clause 2.1(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Sustained's other rights, the Customer shall promptly disable such passwords and Sustained shall not issue any new passwords to any such individual; and
  • (g) if any of the audits referred to in clause 2.1(e) reveal that the Customer has underpaid Subscription Fee to Sustained, then without prejudice to Sustained's other rights, the Customer shall pay to Sustained an amount equal to such underpayment as calculated in accordance with this Agreement within 10 Business Days of the date of the relevant audit.

2.2 The Customer shall not, and the Customer shall procure that the Authorised Users do not, access, store, distribute or transmit any Viruses, or any material that is unlawful or harmful, facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property during the course of its use of the Services. Sustained reserves the right, without liability or prejudice to its other rights to the Customer, to immediately disable the Customer's access to any material that breaches the provisions of this clause, or to immediately disable the Customer's access to or use of the Services where the Customer breaches the provisions of this clause.

2.3 The Customer shall not, and the Customer shall procure that the Authorised Users do not:

  • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Services Information in any form or media or by any means or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  • (b) access all or any part of the Services in order to build a product or service which competes with the Services;
  • (c) use the Services to provide services to third parties;
  • (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, or otherwise make the Services available to any third party except the Authorised Users,
  • (e) attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Services Information, other than as provided under this clause 2; or
  • (f) introduce or permit the introduction of, any Virus or Vulnerability into Sustained's network and information systems (including but not limited to the Software); and Sustained reserves the right, without liability or prejudice to its other rights, to immediately disable the Customer's access to or use of the Services where the Customer breaches the provisions of this clause.

2.4 The Customer shall prevent any unauthorised access to, or use of, the Services, the Software and the Services Information, and, in the event of any such unauthorised access or use, promptly notify Sustained.

2.5 Any rights granted under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer, or any other party.

3. Additional Subscriptions

3.1 If the Customer wishes to purchase additional Subscriptions, the Customer shall notify Sustained in writing. Sustained shall evaluate such request for additional Subscriptions and respond to the Customer with approval or rejection of the request.

3.2 If Sustained approves the Customer's request to purchase additional Subscriptions, the Customer shall, within 30 days of the date of Sustained's invoice, pay to Sustained the relevant fees for such additional Subscriptions.

4. Services

4.1 Sustained shall use commercially reasonable endeavours to make the Services available (twenty-four) 24 hours a day, seven (7) days a week, except for planned maintenance and unscheduled maintenance performed outside Normal Business Hours, provided that Sustained shall use reasonable endeavours to give the Customer at least six (6) Normal Business Hours' notice in advance.

4.2 Sustained may, as part of the Services and at no additional cost to the Customer, provide the Customer with the Standard Customer Support Services during Normal Business Hours.

4.3 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that the Customer does so solely at its own risk. Sustained makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Sustained. Sustained recommends that the Customer refers to the third party's website terms and conditions, privacy policy or any other document prior to using the relevant third-party website. Sustained does not endorse or approve any third-party website nor the content of any of the third-party websites, if any, made available via the Services.

5. Customer Data

5.1 Customer Data will be used by Sustained in an anonymised format to develop industry benchmarks and databases, abstracts, reports or other descriptions to bring further system functionality to the Customer and aid Customer insights. For this purpose, Customer hereby grants to Sustained a non-exclusive, worldwide, sub-licensable, royalty-free, perpetual right and licence to copy, store, display, transmit, use and analyse anonymized Customer Data.

5.2 Notwithstanding clause 13.5(c), Sustained shall be entitled to use the anonymised Customer Data for the purposes of clause 5.1 after expiration or termination of this Agreement.

6. Sustained's obligations

6.1 Sustained undertakes that the Services will be performed substantially in accordance with the Agreement and with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sustained's instructions, or modification or alteration of the Services by any party other than Sustained or Sustained's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Sustained will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance 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 the undertaking set out in 6.1.

6.3 Sustained:

  • (a) does not warrant that:
    • (i) the Customer's use of the Services will be uninterrupted or error-free;
    • (ii) that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
    • (iii) the Software or the Services will be free from Vulnerabilities or Viruses; and
    • (iv) the Software or Services will comply with any Heightened Cybersecurity Requirements; and
  • (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4 Sustained warrants only that it has and will maintain the licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Customer's obligations

7.1 The Customer shall:

  • (a) provide Sustained with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Sustained in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  • (b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement and use of the Services;
  • (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Sustained may adjust any agreed timetable or delivery schedule as reasonably necessary;
  • (d) procure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement, the Customer shall be responsible for any Authorised User's breach of this Agreement as if it were the Customer's breach;
  • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Sustained and its Authorised Users to perform their obligations under this Agreement;
  • (f) ensure that its network and systems comply with the relevant specifications provided by Sustained from time to time; and
  • (g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sustained's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7.2 Without prejudice to clause 5, the Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Charges and payment

8.1 The Customer shall pay the Subscription Fees to Sustained in accordance with this clause 8.

8.2 The Customer shall on the Effective Date provide to Sustained valid, up-to-date billing details and Sustained shall invoice the Customer:

  • (a) on the Effective Date for the Subscription Fee payable in respect of the Initial Subscription Term; and
  • (b) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.

8.3 If Sustained has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of Sustained:

  • (a) Sustained may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Sustained shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8 % (eight percent) over the Bank of England's base rate, commencing on the due date and continuing until fully paid, whether before or after judgement.

8.4 All amounts and fees stated or referred to in this Agreement (i) shall be payable in GBP, (ii) are non-cancellable and non-refundable, and (iii) are exclusive of value added tax, which shall be added to Sustained's invoice(s) at the appropriate rate (if applicable).

9. Proprietary rights

The Customer acknowledges and agrees that Sustained and/or its licensors own and retain all right, title and interest in and to the Services, the Software and the Services Information. The Results and information generated by the Services shall be owned by the Customer. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), logos, symbols, or any other rights or licences in respect of Sustained, the Services, the Software, the Services Information.

10. Confidentiality

10.1 During the term of this Agreement and for five (5) years thereafter, either Party agrees neither to disclose to any third party, nor to include in any publication, nor to use for any other purposes other than for the purposes of this Agreement without the prior written consent of the other Party, any Confidential Information. The restrictions in this Section shall not apply to Confidential Information that (i) was known to the receiving Party prior to receipt hereunder as demonstrated by written records; or (ii) at the time of disclosure to the receiving Party was generally available to the public, or which after disclosure hereunder becomes generally available to the public through no fault of the receiving Party; or (iii) is hereafter made available to the receiving Party from any third party having a right to do so on a non-confidential basis as demonstrated by written records; or (iv) is developed by the receiving Party independently from the Confidential Information received from the disclosing Party.

10.2 If the receiving Party is required by law, regulation, subpoena, government order or judicial order to disclose the disclosing Party's Confidential Information, the receiving Party shall, to the extent legally possible, promptly notify the disclosing Party upon such request for disclosure and prior to such disclosure permit the disclosing Party to oppose the same by appropriate legal action. The Confidential Information that the receiving Party is required to disclose pursuant to this clause 10.2 shall otherwise remain subject to the confidentiality and other restrictions set out in this clause 10.

10.3 The receiving Party undertakes to disclose Confidential Information only to those of its employees and Representatives who need to know the Confidential Information for the performance of this Agreement and procure that its Representatives will treat the Confidential Information as if they were a party to this Agreement.

11. Indemnity

The Customer shall defend, indemnify and hold harmless Sustained against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) the Customer's use of the Services and (ii) Sustained's use of Customer Data (unless used in breach of this Agreement), provided that:

  • (a) the Customer is given prompt notice of any such claim;
  • (b) Sustained provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  • (c) the Customer is given sole authority to defend or settle the claim at its own expense.

12. Limitation of liability

12.1 Except as expressly and specifically provided in this Agreement:

  • (a) the Customer assumes sole responsibility for Results obtained from the use of the Services by the Customer and the Authorised Users, and for conclusions drawn from such use of the Results. Sustained shall have no liability for any loss or damage caused by (i) the Results, (ii) errors or omissions in any information, instructions or scripts provided to Sustained by the Customer in connection with the Services, or (iii) any actions taken by Sustained at the Customer's direction;
  • (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  • (c) the Services are provided to the Customer on an "as is" basis.

12.2 Nothing in this Agreement excludes the liability of any Party for (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation.

12.3 Subject to 12.1 and 12.2:

  • (a) Sustained shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  • (b) Sustained's total aggregate liability, howsoever arising including but not limited in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with this Agreement shall be limited to the total Subscription Fees paid for the Subscriptions during the 12 months immediately preceding the date of the event giving rise to that liability.

13. Term and termination

13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a "Renewal Period"), unless:

  • (a) either Party notifies the other Party of termination, in writing, at least 30 (thirty) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 Each Renewal Period, the Subscription Fee may be subject to an increase of 0-5%, at Sustained's sole discretion. This increase, if any, will be notified to the Customer 60 days prior to the end of the Initial Subscription Term or any Renewal Period. The Customer's non-termination pursuant to clause 13.1 above will be considered acceptance of the new Subscription Fee.

13.3 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

  • (a) the other Party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 90 (ninety) days after being notified in writing to do so;
  • (b) the other Party 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 within the meaning of the Insolvency Act 1986 or any applicable legislation;
  • (c) the other Party commences negotiations with all or any class of its creditors with a view to restructure any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent restructuring of that other Party; or
  • (d) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.4 Without affecting any other right or remedy available to it, Sustained may terminate this Agreement with immediate effect by giving written notice to the Customer if:

  • (a) there is a Change of Control of the Customer; or
  • (b) the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment.

13.5 On termination of this Agreement for any reason:

  • (a) without prejudice to clause 5, all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
  • (b) each Party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other Party;
  • (c) upon Customer's request, Sustained may destroy or otherwise dispose of any of the Customer Data in its possession, to the extent practicable and subject to any legal or other binding archiving requirements; and
  • (d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to receive any payment or to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Miscellaneous

14.1 Force majeure. 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 events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

14.2 Data Protection. If one is required for compliance with any applicable data protection legislation, the Parties shall ensure that there is in place an executed data processing agreement to govern the processing of personal data in relation to this Agreement.

14.3 Conflict. If there is any inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

14.4 Waiver. A waiver of any right or remedy is only effective if given expressly in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.6 Entire Agreement, Severance and Amendments. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all documents, verbal consents or understandings (if any) given or made between the Parties relating to the subject matter hereof. If any provision(s) of the Agreement is/are or become(s) ineffective, invalid or unenforceable for whatever reason, the other provisions of this Agreement will not be affected hereby, and the Parties shall replace the ineffective, invalid or unenforceable provision(s) by a provision of similar import which reflects as closely as possible the intent of the original clause. None of the terms of this Agreement, including this clause, may be amended or modified except by an instrument in writing signed by authorised representatives of the Parties hereto.

14.7 Assignment. This Agreement shall not be assignable without the prior written consent of the other Party, except that Sustained shall be entitled to assign the Agreement or any rights and obligations thereof to any of its Affiliates or to a company taking over all or substantially all of its businesses.

14.8 No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.9 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to any third-party to enforce any term of this Agreement.

14.10 Survival. Any provision of this Agreement which would reasonably be expected to survive the termination of this Agreement shall survive the termination of this Agreement.

14.11 Notices. Any notices given pursuant to this Agreement shall be deemed to be duly given when in writing and delivered personally, mailed by registered mail, sent by email, or courier service to the Party to whom notice is to be given.

14.12 Governing law and jurisdiction. The Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising under or in connection with this Agreement.

15. Subscriptions bought online

15.1 Application. This clause 15 applies where the Customer buys a Subscription online through the Website or the Platform. It prevails over clauses 1 to 14 wherever they differ.

15.2 The Order. The "Order" is the package, number of Authorised Users, product model limit, add-ons, billing interval and fees that the Customer selects and pays for at checkout, as changed under clause 15.6 and shown on the subscription page of the Platform. The Order takes the place of the Sustained Impact SaaS Form, and every reference in this Agreement to the Sustained Impact SaaS Form is to the Order. In particular:

  • (a) the Customer is the organisation named when the account was created, and Sustained is Unimagined Limited t/a Sustained, International House, 6 South Molton Street, London, W1K 5QF;
  • (b) the Effective Date is the date of the Customer's first payment;
  • (c) the Initial Subscription Term is twelve months from the Effective Date;
  • (d) the number of Subscriptions is the number of Authorised Users in the Order; and
  • (e) references to Schedule A: Features are to the features of the package and add-ons in the Order, as described on the Website on the date of the Order.

15.3 Business use and authority. Subscriptions are sold for business use only, and the Customer is not a consumer. The individual who accepts these terms on the Customer's behalf confirms that they are authorised to bind the Customer.

15.4 Payment. In place of clause 8.2 and clause 8.4(i), the Subscription Fees are paid by card through Sustained's payment provider, either:

  • (a) annually in advance, on the Effective Date and on each anniversary of it; or
  • (b) monthly in advance, in which case the Customer is committed to the twelve monthly payments of the Initial Subscription Term and of each Renewal Period.

The Customer authorises Sustained to charge the card held for the Subscription each payment as it falls due, including the payments for each Renewal Period and for any increase under clause 15.6. Fees are payable in the currency of the Order. Fees are not refundable, in whole or in part, including where the Customer cancels or stops using the Services before the end of the Subscription Term.

15.5 Non-payment. In place of clause 8.3(a), if a payment is not received when due, Sustained may suspend the Customer's access to all or part of the Services until it is received. The fees for the remainder of the Initial Subscription Term or current Renewal Period remain due. Clause 8.3(b) continues to apply.

15.6 Changes to the Subscription. In place of clause 3, the Customer may increase the number of Authorised Users, the product model limit or the add-ons in the Order at any time from the Platform. An increase is charged when it is made, for the remainder of the current billing period, and forms part of the Order for the rest of the Subscription Term. A reduction takes effect at the start of the next Renewal Period. A Subscription may be reassigned under clause 2.1(b) from the Platform without Sustained's written consent.

15.7 Cancellation. In place of the Customer's notice under clause 13.1(a), the Customer may stop the Subscription from renewing at any time before the end of the Initial Subscription Term or current Renewal Period, by cancelling it from the subscription page of the Platform. The Subscription, its payments and the Customer's access then continue until the end of that term, when this Agreement terminates. Sustained will notify the Customer before each renewal.

15.8 Renewal price. In place of clause 13.2, the Subscription Fee for a Renewal Period is Sustained's price for the Order as published on the Website 30 days before the Renewal Period begins.

15.9 Notices. In addition to clause 14.11, notices to Sustained may be sent by email to help@sustained.com, and notices to the Customer may be sent by email to the administrators of the Customer's account on the Platform.

15.10 Changes to these terms. In place of the last sentence of clause 14.6, Sustained may change these terms by publishing a new version on the Website and notifying the Customer by email at least 30 days before it takes effect. A change applies to an existing Subscription from the start of its next Renewal Period, unless it is required by law or does not adversely affect the Customer, in which case it applies from the date stated in the notice.

15.11 Data protection. In place of clause 14.2, to the extent that Sustained processes personal data on the Customer's behalf in providing the Services, the Customer is the controller and Sustained the processor of that personal data, and Sustained shall:

  • (a) process it only on the Customer's documented instructions, which are this Agreement and the Customer's use of the Services, unless required to do otherwise by law;
  • (b) ensure that the persons it authorises to process it are bound by confidentiality;
  • (c) implement appropriate technical and organisational measures to protect it;
  • (d) engage sub-processors only under written terms giving equivalent protection, remaining liable for them; the Customer authorises the sub-processors Sustained uses to provide the Services, a list of which is available on request, and Sustained will inform the Customer of any change so that it may object;
  • (e) transfer it outside the United Kingdom only with appropriate safeguards under applicable data protection legislation;
  • (f) assist the Customer, taking into account the nature of the processing, in responding to requests from data subjects and in meeting its obligations under Articles 32 to 36 of the UK GDPR;
  • (g) notify the Customer without undue delay after becoming aware of a personal data breach affecting it;
  • (h) at the end of this Agreement, delete or return it at the Customer's choice, unless the law requires it to be kept; and
  • (i) make available the information necessary to demonstrate compliance with this clause, and allow for and contribute to audits, subject to clause 10.

Sustained's own processing of personal data as a controller, such as the details of Authorised Users' accounts, is described in the Privacy Policy.