MAGENTA TERMS
References in this agreement to “You” and “Your” are references to the person accepting these terms and conditions, references to “We”, “Us” and “Our” are to Magenta Development Limited  and references to “Magenta” are to the software as a service ground transportation management software service developed and hosted by Us.
1	Licence and fees
1.1	Licence: Subject to the terms and conditions of this agreement We grant You a non-exclusive, non-transferable right to use Magenta for so long as You pay the licence fees to Us in accordance with the terms of this agreement.
1.2	Fees: You agree to pay Us the licence fees as calculated by Us each Invoicing Period (such calculation to be in accordance with the current Price or other charging mechanism stated on the Magenta pricing web page from time to time).  We are obliged to charge VAT and this shall be added to the licence fees at the applicable prevailing rate. You shall make payment to Us as stipulated by You in Magenta’s sign up section.  All fees are payable within 10 days of Our notifying You of the amount due. We may raise invoices in advance according to the agreed invoicing period.
1.3	Grace Period: We will give you a 30-day period starting from the date of signing this agreement to use Magenta without charging you SaaS fees and Android app fees. Unless otherwise agreed by Us, after the Grace Period all SaaS and Android app fees will begin to apply.
1.4	First month charges: In the first month after the expiration of the Grace Period, SaaS fees and Android App fees will be pro rated from the date when the Grace Period ends until the end of the calendar month. Thereafter any incremental licenses added will not be pro-rated but will attract a full month’s charge.
1.5	Changes to fees: We shall give You at least one month’s notice if the charging mechanism stated on the Magenta pricing web page changes while you continue to use Magenta.
2	Parties’ obligations
2.1	Warranty:  We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this agreement.  Magenta is made available on an “as is” basis and any configuration advice or development is subject to separate charge.
2.2	Your information:  You represent that the information provided by You in the contacting with Us is true.
2.3	Your own use only: You agree to use Magenta solely for the purpose of managing Your own vehicle fleet.  No other use is permitted.
2.4	Responsibility for hardware and network connections:  You agree that You are solely responsible for procuring and maintaining Your network connections and telecommunications links and any devices that you use in conjunction with Magenta.  You are responsible for providing and maintaining all hardware that you use.
2.5	Ownership of data: You shall own all right, title and interest in and to all of the data created by You using Magenta.  You agree that we may use Your data on an anonymous aggregated basis.  We shall not be responsible for any loss, alteration or disclosure of Your data.  You agree that Your sole and exclusive remedy resulting from any loss or damage to data, shall be for Us to use reasonable commercial endeavours to arrange for lost or damaged data to be restored through any back-up controlled by Us.

2.6	Data processing To facilitate your compliance with the requirements of the General Data Protection Regulation (EU Regulation 2016/679, “GDPR”) You and we each agree to adhere to the terms of the Data Processing Schedule on our website (as amended by us from time to time with, to the extent that the change is not required to adhere to law or best practice, Your prior agreement) (the current version of which is available here: https://magenta-technology.com/data-processing).  That Data Processing Schedule provides that in processing Personal Data we shall (i) only act on your lawful instructions (which are deemed to be given in your capacity as data controller), and (ii) use appropriate technical and organisational measures, including appropriate Standard Contract Clauses between us and our Sub- Sub-processors permitted by you under Data processing Schedule, to prevent unauthorised or unlawful processing and transfer of the Personal Data, and accidental loss or damage to the data.  In turn You agree to hold us harmless in respect of any breach of the GDPR (and other applicable legislation) resulting from Your use of Magenta.  Definitions and interpretation provisions applying to the Data Processing Schedule apply equally to the construction of this clause 2.6”
2.7	Restrictions: You agree:
2.7.1	not to re-publish or re-purpose any information screen produced by Us or presented by Magenta (and, in particular but without limiting the generality of this provision, not to obscure any copyright or similar notice published by Us);
2.7.2	not to reverse engineer or to attempt to amend, copy or emulate any part of Magenta and not to attempt to gain unauthorised access to Magenta or any connected system (and to use all reasonable endeavours to prevent any unauthorised access to, or use of, Magenta);
2.7.3	not to use Magenta to facilitate any illegal activity; or
2.7.4	(except to the extent we expressly agree in writing) not to onward provide any service facilitated by Magenta to any third party (other than provision of information to end users of the fleet managed by You).
3	Payment terms and liability limits
3.1	Payment terms:  Amounts payable pursuant to this agreement are non-cancellable and non-refundable.  If We have not received a payment by the due date then We may (without prejudice to any other rights and remedies that We may have and without liability to You) disable all Your access to all or any part of Magenta.  
You agree (notwithstanding any action taken by Us pursuant to this clause 3.1) to pay compensation and interest (at the rate provided for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998) in respect of invoices not duly paid. 
All payments will be made by Direct Debit. In the event that You haven’t authorized Us to take payments through Direct Debit system or Direct Debit payment is impossible due to the permanent lack of funds on Your account, You will pay Us an additional charge equal to the 10% of the payment to be made.
3.2	Cap on liability: Subject to clause 3.3 and clause 3.4:
3.2.1	We 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
3.2.2	the total aggregate liability that We have arising in connection with any type of loss suffered by You shall be limited to the net of VAT amount received by Us from You in respect of the month in which the relevant loss is first suffered.
3.3	Express representations etc only: Except as expressly and specifically provided in this agreement 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.
3.4	Non-excluded liabilities: Nothing in this agreement excludes Our liability:
3.4.1	for death or personal injury caused by any negligence by Us;
3.4.2	for Our own fraud or fraudulent misrepresentation; or
3.4.3	to the extent that law provides that any liability may not be excluded.
3.5	Your breach: You agree to indemnify Us against all damages and expenses directly or indirectly suffered as a result of Your breach of any provision of this agreement.
4	Term and termination
4.1	One month’s notice: This agreement has immediate effect and continues until either party gives the other at least one month’s written notice of termination (ending at the end of a calendar month).
4.2	Early termination:  We may terminate this agreement immediately if we believe that you have breached its terms.  
4.3	Effect of termination:  On termination of this agreement for any reason all licences granted under this agreement shall immediately terminate and We may destroy or otherwise dispose of any of Your data in its possession.  Rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right 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. 
In the event that this agreement is terminated by You for any reason or by Us according to clause 4.2, and such termination occurs before the expiration of the Minimum Contract Term, You will pay Us an additional charge equal to the higher of: a) 15% of the monthly SaaS charges levied prior to any termination; or b) sum of the Minimum monthly fees left to the end of the Minimum Contract Term.
5	Miscellaneous 
5.1	Force majeure: We shall have no liability to You under this agreement if We are prevented from or delayed in performing its obligations under this agreement, or from carrying on business, by events beyond Our reasonable control.
5.2	Variation:  No variation of this agreement shall be effective unless it is in writing and approved by the parties.
5.3	Publicity:  We or You may make any public comment about this agreement. You agree to Our naming you as a customer and user of the Magenta services.   
5.4	Entire agreement:  This agreement constitutes the whole agreement between You and Us in relation to Magenta and supersedes any previous agreement between You and Us relating to the same subject matter.  You acknowledge and agree that in entering into this agreement you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
5.5	Assignment: You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this agreement.  We may assign Our rights or obligations under this agreement.
5.6	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).
5.7	No IP transfer:  Nothing in this agreement operates to transfer any intellectual property rights between the parties.
5.8	Third party rights:  Save as provided in clause 5.9, this agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
5.9	Interpretation:  References in this agreement to Us, We or Our in the context of obligations owed to Us or rights or entitlements conferred on Us shall be deemed to include reference also to any sub-contractor nominated by Us or any company which is a subsidiary undertaking or a parent undertaking of Ours or any company which is a subsidiary undertaking of any such parent undertaking (“parent undertaking” and “subsidiary undertaking” having the meanings given to them in section 1162 of the Companies Act 2006).
5.10	Notices:  We may give You notice by alert notification through Magenta.  Any other notice required to be given by You under this agreement shall be in writing and may be given by hand, pre-paid first-class post or recorded delivery post to the other party at its registered office address.
5.11	Governing law: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
5.12	Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).