1. INTRODUCTION. a. Sun Branding Solutions Limited (hereinafter “the Supplier”) provides a web-based service, Sunrise, hereinafter “the Service” for the purposes of this document and excluding any other services provided to you by the Supplier under a different agreement. b. These services are provided subject to this agreement between you (hereinafter the Customer”) and the Supplier, whose registered address is: Sun Branding Solutions Limited Albion Mills Albion Road Greengates Bradford BD10 9TQ +44(0)1274 200 700 Company Registration Number: 873405 This document and the Supplier’s Privacy Policy (hereinafter “Privacy Policy) sets out the terms of the agreement between you and the Supplier for use of the Services. c. In the event that your use of the Services is covered by a separate agreement, these terms shall be read in conjunction with that agreement. In the event of conflicts between the agreements, the agreement specific to your company shall take precedence. 2. ACCEPTANCE OF THESE TERMS. a. You must agree to these terms before using the Services. b. You accept the terms by: (i). clicking to accept or acknowledge the terms where this option is made available by the Supplier within the Service, or (ii). using the Service, in which case your acceptance of these terms will be inferred. c. You may not use the Services if you are not of a legal age to form a binding contract between yourself and the Supplier, or if you are barred from using the Services by any legal mandate within your country of residence. d. You should print a copy of this agreement for your records. 3. PROVISION OF THE SERVICE. These Terms of Service permit the Customer to access and use a web based software service as specified in the order and as further outlined at: http://www.sbsunrise.com (the Service). a. Due to the Supplier’s development programme of continual innovation and improvement, you acknowledge that the nature, form and function of the Services may change at any time without prior notice. b. As part of this development programme, you acknowledge that the Supplier may temporarily cease to provide the Services, or any features therein, at any time and without prior notice to you, for the purposes of maintenance, system upgrades, or other activities necessary to ensure the continued effective operation of the Services. c. In the event that the Supplier suspends, disables or deletes your account, you acknowledge that you will be prevented from using the Services or accessing any content you have uploaded or posted under your account. 4. USE OF SERVICE. a. The customer may use the service free of charge subject to the Suppliers fair usage policy outlined in this agreement. b. All content held within or distributed through the Service (including but not limited to text files, documents, images, photographs, videos, drawings, etc) to which you have access is the sole property and responsibility of the user from whom the content originated, and the company to which that user belongs. c. Any content within the Service which is not provided directly by the Supplier may be protected by copyright, trademark or other intellectual property rights by a third party; you may not reproduce, distribute or copy this content without the prior consent of the rights holder(s). You agree that you are responsible for obtaining such agreement, and that the Supplier take no responsibility for your use of this content and any consequences arising thereof. d. You acknowledge that the Supplier may review, screen, filter or otherwise check any content prior to its inclusion within or provision from the Service. You further acknowledge that the Supplier is under no obligation to do so, and takes no responsibility for content uploaded by users. e. You may not post any content which is pornographic, offensive, objectionable or illegal to the Service. The Supplier reserves the right to suspend or disable your account in this event. f. You are ultimately responsible for any content you post or upload to the Service. The Supplier shall take no responsibility for any content you provide to you or a third party, nor any consequences arising from the posting or uploading or such content. g. You may not resell, reproduce, trade, duplicate, copy or sell the Services unless you have been permitted to do so in a separate written agreement with the Supplier. h. You agree that you will be held ultimately liable for any breach in these conditions, and for any consequences arising from such a breach to the Supplier or its customers. i. The Customer agrees to be bound by the service’s fair usage policy. This is defined as: (i). For the registered organisation, users should not exceed 10 individual approval workflows per calendar month. (ii). For the registered organisation, no more than 50GB of storage space should be used for the Customer’s data. (iii) The Service shall provide fair warning before these thresholds are breached and allow the Customer time to correct the situation. (iv). Approval workflow quotas allocation will be reset on the 1st day of each calendar month. 5. WARRANTY. a. The service is provided “as is” and the Supplier provides you with no warranty thereof. b. the Supplier does not warrant that: (i). your use of the Services will meet with your requirements; (ii). your use of the Services will be uninterrupted, timely and free of error; (iii). information provided through the Services will be accurate; (iv). any defects within or affecting the Services will be corrected. c. No conditions or warranties shall apply to the Service except those set out in these terms. d. This agreement does not affect your statutory rights. 6. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY. a. You may not use any trademarks, logos, or brand names belonging to the Supplier without prior written consent. Should such consent be given you may only use such material in compliance with the terms of a separate written agreement between you and the Supplier. b. You may not remove or obfuscate any trademarks or copyrights displayed within the Services. c. You acknowledge that the Supplier own all legal right, title and interest in and to the Services, including any intellectual property rights which exist within the Services, whether registered or not, and wherever in the world those rights may exist. You also acknowledge that the Services may contain information or documents which are deemed confidential by the Supplier and that you shall not disclose such material without the Supplier’s prior written consent. 7. THE SUPPLIERS PROPERTY. a. The software, workflow processes, user interface, designs and other technologies provided within the Service are the proprietary property of the Supplier. All right, title and interest in and to such items, including all associated intellectual property rights, remain with the service. The Customer must not remove or modify any proprietary marking or restrictive legends as part of the Service. b. The Customer must not: (i). sell, resell, rent or lease the Service or use it in a service provider capacity; (ii). use the Service to store or transmit unsolicited marketing emails, infringing, libellous or otherwise objectionable, unlawful or torturous material, or material which violates third party rights; (iii). interfere with or disrupt the integrity or performance of the Service; (iv). attempt to gain unauthorised access to the Service or related systems or networks; (v). reverse engineer the Service except to the extent permitted by law despite this limitation; (vi). access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. c. During and after the term of the Contract, the Supplier may use non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes. 8. CONTENT YOU UPLOAD. a. You retain all rights to content you create using the Services, and any rights you or your organisation already hold on material you upload or post to the Service. b. In order to retain, display, transmit or otherwise manage content within the Services, the Supplier may: (i). transmit this content in encrypted form through public networks in various media; (ii). make any changes to the content required to conform to any storage, transmission or delivery media used by the Service. c. You acknowledge and agree that the Supplier may take these and any other technical measures required to manage your content without the Services. 9. MESSAGES POSTED BY YOU. a. The Supplier may enable you to post messages or comments through the Services. You may not use this facility to post offensive, defamatory or intentionally misleading information. b. The Supplier shall have no responsibility for any content posted using this facility. 10. COPYRIGHTS AND TRADEMARKS. a. It is the Supplier’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminate the accounts of repeat infringers. 11. EXTERNAL CONTENT. a. The Supplier may make external content available to you via the Services through hyperlinks or embedded content. You acknowledge that this content is beyond the Supplier’s control, and that the Supplier shall take no responsibility for the accuracy, availability or content of such resources. b. The Supplier shall have no obligation to monitor external content. c. The Supplier is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. 12. SECURITY AND DATA PROTECTION. a. The service will have in place appropriate technical and organisational measures to ensure the Customer Content is kept secure, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing; and take such precautions as are necessary to prevent any corruption, accidental or unlawful destruction or accidental loss or alteration or unauthorised disclosure or access and against all other unlawful forms of processing. b. You will be issued with a username and password in order to access the Service (your “Account ”). You acknowledge and agree that you are the only person authorised to use your account, and that you may not give out your account details to another party, nor allow another person or persons to use or access your account. c. In the event that your account is compromised, you must report this immediately to the Supplier. d. You acknowledge that you are solely responsible for the security and confidentiality of your account and for any activities conducted using your account. e. You may be required to provide personal information in order to use the Services, such as contact and identifying details. You acknowledge that you are solely responsible for the accuracy of these details, and the Supplier takes no responsibility for erroneous, outdated or fraudulent details provided. f. You agree to use the Services only for purposes that are permitted by these Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries). g. You may not engage or conspire to engage in or in any way abet any activities which disrupt access to, the operation or the security of the Services or their supporting, ancillary or affiliated systems. h. You may not attempt to access the Services through any means or media other than those provided to you by the Supplier. i. You acknowledge that any breach of these terms may be reported to your employer, who may be held accountable for your actions. j. In relation to Personal Data, the parties acknowledge that the Customer acts as the Data Controller, and the Supplier will, to the extent that it processes such Personal Data on the Customer’s behalf: (i). only process Personal Data in accordance with the Customer’s written instructions and to the extent reasonably necessary for the Supplier to comply with its obligations and to receive the benefit of its rights under the Contract; (ii). promptly refer to the Customer any request, notices or other communications in respect of Personal Data, and which have been received from Data Subjects, any applicable data protection authority or any other law enforcement authority; (iii) provide at the Customer’s expense such reasonable assistance and information to the Customer as it may reasonably required to allow the Customer to comply with its obligations as Data Controller under EU Data Protection Laws. k. Processing outside the EEA. In the provision of the Service the Supplier may transfer Personal Data to its subcontractors and agents in countries outside the European Economic Area (EEA) which may not have laws comparable to those in the EEA for the protection of personal data. The Supplier will ensure that the Personal Data continues to be adequately protected throughout any such transfer. l. Publicity. The Customer hereby irrevocably consents to the Supplier referring to the Customer as a client of the Supplier in it’s sales and marketing literature (including it’s web site). m. You agree to supply and use data only in accordance with this policy. 13. ADVERTISEMENTS. a. The Supplier may make advertisements available to you through the Services. The form and appearance of these advertisements shall be subject to change without prior notice to you. b. Such advertisements may make use of data related to your account in order to provide more relevant results. 14. TERM AND TERMINATION. a. Term. The term of the Contract will start on the date on which date on which the Supplier accepts the customer’s order. Unless terminated earlier in accordance with this section 7 or otherwise, the Contract will continue for the term specified in the order. Thereafter, the contract will automatically renew for additional terms of the same length unless either party provides written (including electronic) notice of non-renewal to the other party at least 30 days prior to the date of renewal. b. The Supplier may terminate its agreement with you at any time if: (i). you are in breach of or are unable or do not intend to comply with this agreement; (ii). the partner, affiliate or reseller through which you have obtained the Services has terminated its relationship with the Supplier; (iii). the Supplier is legally required to do so (iv). the Supplier deems that the provision of services to you is no longer commercially viable. c. Upon termination of this agreement, all provisions therein shall remain in force. d. Mutual termination for material breach. If either party is in material breach of the Contract, the other party may terminate the Contract at the end of a written 30-day notice/cure period, if the breach has not been cured. e. Return of The Customer’s content. (“Disentanglement”). Unless covered via a separate Disentanglement agreement, the Supplier’s standard data retention policy will apply. The Supplier will retain the Customer’s data for a minimum period of 90 days following termination of the Agreement. The Customer may request extraction of their data by contacting the Supplier’s support department. At the end of the data retention period, the Supplier may destroy the Customer’s data without further notice to the Customer. f. Return of the services property upon termination. The Customer must destroy or return all property of the service. Upon the service’s request, the Customer will confirm in writing its compliance with this requirement. g. Accrued rights. The expiry or termination for any reason of the Contract will not prejudice or affect the accrued rights, remedies, obligations or liabilities of the parties existing at the date of termination. h. Suspension of the Service. The Supplier may temporarily suspend the access of the Customer to the Service or remove applicable Customer Content, or both, if the Supplier believes in good faith that the security, performance or integrity of the Service is at serious risk or there is a violation of applicable law. The Supplier will exercise this right to the minimal extent reasonably necessary based on the perceived threat to the Service. i. The Supplier may retain basic information in our database, limited to your name and the name of your organisation, for the purposes of maintaining the integrity of historical records and auditing of historical data. 9. CHANGES TO THIS AGREEMENT. a. The Supplier may make changes or amendments to this agreement at any time; changes to this agreement will be posted to http:/my.sbsunrise.com b. Should these terms change, your continuing use of the Services will be taken as agreement of the revised terms. c. A version number and publication date will be posted on this document at all times. 15. LIABILITY LIMIT. a. No exclusion or limitation of liability. Nothing in the Contract excludes or limits the liability of either party for: (i) death or personal injury caused by its negligence; (ii) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iii) fraud or fraudulent misrepresentation. b. Subject to section 9(a), neither party will be liable for any loss of profits, income, anticipated cost savings, business, reputation or goodwill, loss of data, opportunity or any type of indirect consequential loss, even if such loss was reasonably foreseeable or such party has been advised of the possibility of incurring such loss. 16. INDEMNITY. a. You agree to indemnify and hold the Supplier and its employees, affiliates and partners blameless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Service, your use of the Services, your connection to the Services or your violation of these terms. b. If a third party makes a claim against the Supplier or any of its Affiliates that any part of the Customer Content infringes or violates that party's copyright, patent, trademark or other intellectual property right, the customer will defend the Supplier against that claim at the Customer’s expense and pay all costs, damages, and legal fees, that a court finally awards or that are included in a settlement approved by the Customer, provided that the Supplier promptly notifies the Customer of the claim in writing, cooperates with the Customer in the defence, and allows the Customer sole control of the defence or settlement of the claim. 17. GOVERNING LAW. a. The Contract is governed by English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales regarding any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). Nothing in the Contract prevents or limits either party’s ability to seek equitable relief (including injunctive relief) in any court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply. 18. OTHER TERMS. a. Changes to these Terms of Service. The Supplier reserves the right to make changes to these Terms of Service at any time by posting a revised version on the website. The Customer’s continued use of the Service indicates the Customer’s acceptance of such changes. The Customer is advised to check the Terms of Service from time to time for any changes that may affect it. b. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, contracts, arrangements, communications and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any oral or written representation (whether made negligently or innocently) other than as expressly set out in the Contract. Neither party will have any claim for innocent or negligent misrepresentation based upon any statement made prior to the date of the Contract and not contained within the Contract. c. Waiver. No waiver is effective unless the party waiving the right signs a waiver in writing. d. No assignment. Neither party may assign or transfer the Contract to a third party, except that the Contract may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party. e. The parties are independent contractors with respect to each other. f. No third party rights. No third party will have any rights under, or be able to enforce, the Contract. g. If any term of the Contract is invalid or unenforceable, the other terms remain in effect. h. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including force majeure events caused by any: (i). Act of God, explosions, flood, tempest, fire or accident; (ii). War or threat of war, sabotage, insurrection, civil disturbance or requisition; (iii). acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental agency or local authority; (iv). strikes, lock-outs or other industrial actions or trade disputes; and/or power failure or breakdown in machinery i. The Supplier may refer to the Customer as a key the Customer and the Supplier may use the Customer’s name and logo on the Suppliers website and in other marketing materials, unless the Customer notifies the Supplier in writing otherwise. j. Any breach by a party of the Contract or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach. k. Any terms that by their nature survive termination of the Contract for a party to assert its rights and receive the protections of the Contract, will survive. l. By submitting ideas, suggestions or feedback to the Supplier regarding the Service, the Customer agrees that such items submitted do not contain confidential or proprietary information; and the Customer hereby grants the Supplier an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose. 19. DEFINITIONS. a. In these Terms of Service the following terms have the following meanings: (i). Contract means the contract created between the Customer and the Supplier on the date on which the Supplier accepts the Customer's order and such Contract comprises the order and these Terms of Service; (ii). The Customer Content means electronic files, logos, data and information uploaded under the Customer’s account to the Service, whether directly or through the API (i.e. the programming interface to the Service); (iii). GDPR means EU General Data Protection Regulation (regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data); (iv). EU Data Protection Laws means: a) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws (including the Data Protection Act 2018), regulations and secondary legislation, as amended, updated or supplemented from time to time, in the UK; and then b) any successor legislation in the UK to the GDPR and/or the Data Protection Act 2018; (v). Personal Data means the personal data of the Customer or the personal data generated or otherwise processed on behalf of the Customer by the Supplier in the performance of its obligations; (vi). User means an individual authorised by the Customer to use the Service, and such term may include employees, consultants, contractors, clients and agents, and third parties with which the Customer transacts business. b. The following expressions will be construed as follows: the terms "Controller", “Processor”, "Personal Data", "Process" and "Processing" have the meaning given to those terms in EU Data Protection Laws; and any phrase introduced by the term "including" will be construed as illustrative and will not limit the sense of the words proceeding such term. c. Any reference to any statute or statutory provision including any subordinate legislation includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.