SCHEDULE 1

Terms and Conditions

These Terms and Conditions (the “Terms”) incorporate the terms of use and service if and to the extent that you (the “Client”) have entered into a signed agreement with us (“The Pay Index” and/or “TPI”) for subscribed access to our service. The terms should be read alongside our Privacy Policy (published on our website at www.thepayindex.com/page/privacy-policy) which describes the uses which we make of personal data. By signing the Agreement (as defined below) you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not sign the Agreement. We recommend that you print a copy of these Terms for future reference.

You are also responsible for ensuring that all persons who access TPI through your internet connection are aware of these Terms, and that they comply with them.

1. Definitions

• “Agreement” means the Agreement between the Client and TPI for subscribed access to TPI services.
• “Client Contact” means the individual who is stated as the Client Contact in the Agreement.
• “Initial Term” unless otherwise agreed in the Agreement, shall be 12 months.
• “Business Day” means a day other than a Saturday, Sunday or public holiday when banks in London, UK are open for business.
• “Intellectual Property Rights” means all intellectual and industrial property rights of whatever nature (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements comprised in or relating in any way to the software anywhere in the world and all rights pertaining thereto (including without limitation all code relating thereto), whether recorded or registered in any manner, or otherwise, including without prejudice to the foregoing generality, patents, trademarks, registered designs (including applications for any of the same), copyright, design, rights, semi-conductor topography rights, database and software rights, the right to protect confidential information, trade secrets, know-how, business names, trade names, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property
• “Customer Success Manager” means an allocated TPI team member who will act as your primary contact your subscription.

2. The Contract

No part of the TPI website constitutes a contractual offer capable of acceptance. Your order to purchase a subscription (the Agreement), constitutes a contractual offer that TPI may, at our sole discretion, accept. Acceptance of the offer will be confirmed by email shortly after receipt from you of the signed Agreement and this will create a legally binding contract between you and TPI for the subscription services.

3. Your Account

3.1 In order to access your account and use any of the TPI services, you will need a username (email address) and a password (“Account Details”). Your Account Details shall be included in an onboarding email which you will receive shortly after receipt by us of the signed Agreement.

3.2 Your Client Contact will be your “Primary User” and such Primary User will be responsible for approving all other users. You will be permitted to have a certain number of users and each user will have their own Account Details. The number of users you may have in total should be agreed with your Customer Success Manager. The Primary User is expected to provide the email address of each additional user (the “Approved Users”) to their CSM as soon as possible. Each additional user should expect to receive their Account Details within two (2) Business Days after the CSM is notified.

3.3 All Account Details are confidential and must not be disclosed to any third party. You are responsible for all use made of TPI using your Account Details. If you know or suspect that anyone other than the Primary User or Approved Users know your Account Details, you must promptly notify your CSM.

3.4 We have the right to disable all Account Details if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

4. Payment

4.1 An invoice will be sent to you shortly after you receive the Agreement for signature. This invoice will state the total amount due for your subscription, when the payment should be settled by and the appropriate bank details.

4.2 We may from time to time change our prices. Changes in price will not affect any subscription that you have already purchased and will apply to you upon renewal or at the start of any new subscription. We will inform you of any change in price in relation to your subscribed services, a minimum of sixty (60) days before any price change takes effect. If you do not agree to such a change, you may cancel the contract by written notice, effective upon your next renewal date.

5. Premium SaaS

5.1 This subscription will give you access to TPI data that has been collected through a number of sources including: executive provided data; publicly reported data; and bought in data from 3rd party providers (together the “TPI Data”).
or “CSM”

5.2 Implementation of the Premium SaaS subscription will take up to twenty four (24) hours after we have received the signed Agreement.

6. Enterprise SaaS

6.1 This subscription will give you access to TPI Data and allow you to input any amount of your own data (“Client Data”).

6.2 In addition to the email addresses of your Approved Users, we will also require all agreed Client Data as soon as possible. Your CSM shall inform you of what fields will be required for implementation and explain your options for delivering the data.

6.3 Implementation of the Enterprise SaaS subscription will take up to twelve (12) weeks after we have received all of the agreed Client Data.

6.4 Should you wish to make any amendments to your Client Data or design you should communicate this to your CSM within the twelve (12) weeks implementation process. Please be aware that any amendments after this time may incur an additional consultancy fees.

7. Custom Reporting

7.1 One custom report shall be included in the Enterprise SaaS subscription and any extra reports can be added for an additional cost. Custom reports can be built to client specifications and added to the Enterprise SaaS subscription or Premium SaaS subscription for additional cost. Custom Reporting can include TPI Data, Client Data and any additional data which you may wish to include.

7.2 In addition to the email addresses of your Approved Users, we will require you to inform your CSM of what fields you wish to be included, and the preferred visualisations of the report. Your CSM will then explain your options for delivering the data.

7.3 The expected time to generate the reports shall be subject to the amount of data and design you want. Your CSM shall provide an estimated timeline once this information has been confirmed.

7.4 Your CSM shall provide you with regular updates in respect of the progress of your custom reports.

7.5 Should you wish to make any amendments to your data or design of the reports, you are required to communicate this to your CSM within the estimated timeline. Please be aware that any amendments after this time may incur an additional consultancy fee.

8. Professional Services

8.1 TPI can offer the following professional services at an additional cost. Details to be agreed on a case-by-case basis:
a) Comprehensive training with our Customer Success Team on how to get the most out of your Premium SaaS or Enterprise SaaS subscription.
b) Consultant expertise to support the analyse of your Client Data incorporated into your Enterprise SaaS subscription.
c) Data cleansing service, whereby our consultants will work with you to ensure all data to be imported into TPI has all of the required fields completed and in an exportable format, such as an Excel, CSV or any API as appropriate.
d) Reward consultancy services that can include benchmarking, reward structure design or any other compensation strategy and planning.

9. Data Submitted by an Individual

9.1 Individuals may choose to submit their own relevant information (“Individual Data”) anonymously, which will be included in the aggregated benchmarking information available to users.

9.2 You must ensure that your Individual Data is accurate, as the value of TPI to you is dependent on the accuracy of all information submitted to it. Therefore, we ask that you keep your Individual Data up to date annually or more frequently when changes occur. We also reserve the right to not include some or all of your Individual Data for any reason.

9.3 You retain ownership of your Individual Data, and you grant us an irrevocable, perpetual licence to incorporate your Individual Data into TPI.

9.4 We will only use your Individual Data to create and make available aggregated, statistical or other non-personal anonymised information. We will not allow TPI market information to disclose any information from which you might be identified as the source or the subject of any particular piece of information, and it will be stored and processed in a secure manner that ensures its anonymity.

9.5 We will use standard best practice measures to safeguard the confidentiality of your Individual Data, and shall comply with all applicable laws if and to the extent that it constitutes personal data, in particular, we shall use requisite safeguards to protect it from unauthorised or accidental access, destruction, corruption, disclosure or other adverse event.

10. Right to Provide Data

By providing, and/or amending, and/or replacing Client Data or Individual Data (as applicable), you hereby confirm that you have the right and authority to do so and that you have obtained all and any required consents, approvals, confirmations and/or authorisations prior to any such provision, disclosure, amendment and/or input.

11. Termination

11.1 This Agreement may be terminated by either party without cause by giving at least sixty (60) days’ written notice.

11.2 If you terminate without cause, we cannot offer any refunds and you will continue to have access to your subscribed service for the remainder of your current subscription, whereupon the Agreement will end.

11.3 This Agreement may be terminated immediately by notice in writing:

11.3.1 by TPI if the Client has failed to pay an invoice by the due date, and such payment has not been made following thirty (30) days written notice (which may be by email) of such failure by the Client to TPI notwithstanding any other provisions for late payment in this Agreement;

11.3.2 by either party if the other party is in material or continuing breach of any of its obligations under this Agreement, and fails to remedy the same (if capable of remedy) for a period of thirty (30) days after written notice of the breach is received by one party from the other party; or

11.3.3 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order, or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or anything analogous to such event occurs in any applicable jurisdiction.

11.4 If TPI becomes entitled to terminate this Agreement for any reason, any undisputed sums then due to TPI will immediately become payable in full.

11.5 Any termination of this Agreement under this Clause 11 will be without prejudice to any other rights or remedies of either party under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination.

12. TPI Information

12.1 Our content is based on information that we have obtained from numerous sources. While we use reasonable endeavours to collate that information correctly, we cannot either verify or guarantee its accuracy. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of our content.

12.2 Although we make reasonable efforts to update our content and information in so far as is permitted by applicable laws, we make no representations, warranties or guarantees, whether express or implied, that our content is accurate, complete or up to date, that it will meet your requirements, that it will not infringe the rights of third party users or that it will be compatible with all software and hardware.

12.3 Where we provide links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them and we neither assume nor accept responsibility or liability for the content of third party sites.

12.4 If you have any serious concerns about information provided by us, please contact us on support@thepayindex.com or your CSM as soon as possible.

13. Data Protection and Privacy

13.1 All information will be collected, processed and held in accordance with applicable data protection laws and regulations.

13.2 For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purposes for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, please refer to our Privacy Policy which is available on our website: www.thepayindex.com/page/privacy-policy.

14. Confidentiality

14.1 We acknowledge that any information about you or your employees that you provide to us is confidential information (“Confidential Information”). We shall ensure that our employees:
a) take all reasonable actions necessary and appropriate to preserve the confidentiality of and prevent the disclosure of your Confidential Information;
b) not show or otherwise make available any of your Confidential Information to any individual, other than those individuals working for TPI with a legitimate business reason to know such information to perform their duties or supervisory, compliance and risk management responsibilities, auditors or legal counsel; and
c) not use any of your Confidential Information other than as permitted in these Terms.

14.2 The obligation of confidentiality described above shall not apply to information that:
a) has been voluntarily disclosed to the public by you;
b) entered the public domain; or
c) was known by us prior to its receipt from you.
14.3 This clause shall continue to apply after the termination of this Agreement without a limit of time.

15. Intellectual Property

15.1 “THE PAY INDEX” is our trade mark. You are not permitted to use those marks without our approval, unless they are part of material you are using as permitted under section 5 above.

15.2 The Client acknowledges that all Intellectual Property Rights belong to TPI and that the only reason the Client is provided with access to and use of the Intellectual Property Rights is to enable it to use TPI services in accordance with this Agreement.

15.3 The Intellectual Property Rights in the bespoke product provided or services provided to the Client by TPI shall, at the Commencement Date or (if later) on creation of the rights, vest in TPI. The Client assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to TPI.

15.4 The Client shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that TPI may consider necessary or desirable to perfect the right, title and interest of TPI in and to the Intellectual Property Rights in the bespoke product or software.

15.5 The Client shall procure the irrevocable waiver of all moral rights in the documentation relating to the bespoke product or software, and the modified software, to the extent permitted by law.

15.6 The Client covenants to TPI that it will not use the Intellectual Property Rights for any purposes other than those set out in this Agreement, and that the Intellectual Property Rights in any development or other improvement enhancement, or any other alteration to the code comprised in the Intellectual Property Rights will be the property of TPI. The Client will do nothing (nor omit to do anything) which may compromise, qualify or detrimentally affect in any way the Intellectual Property Rights or TPI’s title to it.

16. Damages and Limitation of Liability

16.1 As stated above at paragraph 11 of these Terms, the information provided by TPI is for the purposes of interest and information only, you are advised not to rely on it. The following provisions are therefore considered reasonable and if you do not wish to agree to them, please do not use the subscribed services. These provisions apply to loss or damage howsoever arising, whether foreseeable or otherwise, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

16.2 We do not exclude or limit in any way our liability to you to the extent that it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Subject to these exceptions:

a) OUR LIABILITY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, SPECIAL OR EXEMPLARY LOSS OR DAMAGE IS EXCLUDED ENTIRELY.
b) OUR LIABILITY IN RESPECT OF ANY LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR OTHER FINANCIAL LOSS IS EXCLUDED ENTIRELY.
c) OUR LIABILITY IN RESPECT OF ANY LOSS OR DAMAGE TO GOODWILL OR REPUTATION IS EXCLUDED ENTIRELY.
d) OUR LIABILITY IN RESPECT OF PAID-FOR CONTENT SERVICE RECIPIENTS IS LIMITED TO A SUM EQUIVALENT TO THE SUBSCRIPTION PAID FOR THAT SERVICE DURING THE 12 MONTH PERIOD IN WHICH THE RELEVANT LOSS CAUSING EVENT AROSE. OTHERWISE, OUR LIABILITY IN RESPECT OF YOUR USE OF OR INABILITY TO USE PAYINDEX IS EXCLUDED ENTIRELY.
e) OUR LIABILITY TO THIRD PARTIES IN RELATION TO YOUR USE OF THE PAY INDEX IS EXCLUDED ENTIRELY.
f) ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, GUARANTEES RELATING TO PAYINDEX, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED ENTIRELY TO THE EXTENT THAT IT IS LAWFUL FOR THEM TO BE SO EXCLUDED.
g) IF ANY OF THE ABOVE PROVISIONS ARE FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE, THE PROVISION(S) SO FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE WILL BE DEEMED DELETED FROM THESE TERMS, AND THE REMAINDER OF THESE TERMS SHALL CONTINUE TO APPLY IN FULL.

17. Amendments to the Terms and Conditions

We may amend these Terms from time to time and shall communicate any material changes to you in writing within a reasonable amount of time before such changes are implemented. Please ensure that you read and understand our Terms before you continue to use your TPI service.

18. Force Majeure

Neither party will be liable for any failure or delay in performing their obligations pursuant to this Agreement where that failure or delay results from any cause that is beyond their reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, hacker(s) attack or unlawful or unauthorised interference by a third party with the provision of our services, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond our reasonable control.

19. Marketing

Unless you inform us in writing otherwise, we reserve the right to produce any marketing materials for TPI services and use your name or logo on any marketing material for our services without your prior written consent.

20. Server Maintenance / Downtime

We reserve the right to carry out any necessary maintenance checks to TPI server from time to time which may prevent access to TPI site. All users shall be given reasonable prior notification of any scheduled maintenance or downtime.

21. Sublicensing

21.1 The Client has no right to make, or authorise the making of, any other copies of the TPI licensed software.

21.2 TPI shall at all times own all copies of all or any part of the licensed software.

21.3 The Client shall not:
21.3.1 sub-license, rent, lend, assign or transfer in any other way the licence or the licensed software to any person without the prior written consent of TPI; or
21.3.2 give access to the licensed software through any network of computers to users who are not employees or agents of the Client.

22. Waivers

No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

23. Assignment

You may not assign your obligations and rights under these Terms to a third party without our prior written consent, which will not be unreasonably withheld. If this occurs, our rights under these Terms will not be affected and your obligations under these Terms will be deemed to be transferred to the third party who will remain bound by them.

24. Severability

If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

25. Third Parties

This Agreement for services is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms. For the purposes of the Contracts (Rights of Third Parties) Act 1999 a person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.

26. Notices

All notices which are required to be given hereunder shall be in writing and shall be sent to the TPI registered office. Any such notice may be delivered by first class prepaid post, or electronic mail and shall be deemed to have been served if by first class post forty-eight (48) hours after and if by electronic mail when dispatched.

27. Governing Law

These Terms and the Agreement, are governed by, and construed in accordance with English law (including in respect of non-contractual liability), and you and we both agree and acknowledge that the courts of England and Wales will have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with these Terms and the Agreement (including any non-contractual disputes or claims.