Version: 4th November 2025
These Software as a Service terms and conditions (the "SaaS Terms") are made and entered into on the Start Date by execution of an order form referencing these SaaS Terms (each an "Order Form" and together with the SaaS Terms the "Agreement") by and between Revgentic Ltd ("Revgentic") and the entity referred to as the "Customer" in the Order Form ("Customer").
Revgentic shall: (a) make the Services available to Customer and its Affiliates pursuant to this Agreement, and any applicable Order Forms during the Term, solely for Customer's own internal business purposes; (b) use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data; (c) use commercially reasonable efforts to make the Services available except for: (i) planned downtime (for which Revgentic shall give advance electronic notice) or emergency downtime, and (ii) any unavailability caused by a Force Majeure Event; and (d) provide the Services in accordance with laws and government regulations applicable to Revgentic's provision of its Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's and Users' use of the Services in accordance with this Agreement, and the applicable Order Form.
Customer is responsible for all activity that occurs within its account and for its Users' (and its Affiliates' and their Users) compliance with this Agreement. Customer shall: (i) comply with Revgentic's reasonable instructions from time to time in relation to its implementation and use of the Services, as applicable; (ii) notify Revgentic promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and co-operation reasonably required by Revgentic to enable it to diagnose and remedy such issues; (iii) obtain and maintain, at Customer's expense, all of the necessary telecommunications, computer hardware, software, and internet connectivity required by Customer or any User to access the Services from the internet; (iv) comply with all Applicable Laws where such laws relate to the Customer's use of the Services; (v) use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Revgentic.
Customer shall not (i) modify, copy, display, republish or create derivative works based on the Service or the Revgentic Technology; (ii) reverse engineer the Services or the underlying software; (iii) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (iv) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in this Agreement), distribute or otherwise commercially exploit or make the Services available to any third party, other than to Users or as otherwise contemplated by this Agreement; (v) use the Services to send or store infringing, obscene, threatening, defamatory, or otherwise unlawful material; (vi) upload to the Services or use the Services to send or store Viruses or other harmful or malicious code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (viii) use the Service in a way that breaches Applicable Laws, or (ix) allow or attempt to gain unauthorised access to, or use of the Services or its related systems or networks, and Customer will notify Revgentic of any such unauthorised access or use if it becomes aware of it. Where Customer breaches this Clause, Revgentic reserves the right, without liability or prejudice to its other rights to Customer, to (a) disable Customer's access to the Revgentic Platform; (b) remove any such content where, in Revgentic's sole and reasonable discretion, Revgentic suspects such content breaches the provisions of this Clause; and/or (c) terminate the Agreement for material breach in accordance with Clause 7.3(a)
Fees, payment terms, and billing schedules will be set out in the applicable Order Form. If an Order Form specifies a free trial or subsidised period, Fees will not apply during that period.
Each party represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under the Agreement; and (ii) the Agreement has been duly authorised, executed and delivered by each party and constitutes valid and binding obligations of such party enforceable against such party according to its terms.
Revgentic warrants that the Services will be provided with commercially reasonable skill and care during the Term.
Customer warrants that it will obtain and maintain all required licenses and consents required for Revgentic to use and process Customer Data during the provision of the Services.
If the Services do not conform with the warranties provided in Clause 4.2, Revgentic will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. This Clause sets out the Customer's sole and exclusive remedy and Revgentic's entire liability for breach of Clause 4.2.
Except as expressly stated in these Terms, the Services are provided 'as is' and Revgentic does not make any warranties that the Services will be error-free or uninterrupted. Revgentic is not responsible for delays, delivery failures, or other issues inherent in internet or third-party service dependency
Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The Customer is the data controller of the Customer Data and appoints Revgentic as the data processor to process the Customer Data for the purposes described in this Agreement.
The parties shall comply with the Revgentic Data Processing Addendum available at https://revgentic.com/legal/dpa
Subject to the terms of this Agreement and any applicable Order Form, Revgentic grants Customer a non-exclusive, royalty-free, non-transferable licence, solely during the Term to access and use the Services solely for Customer's internal business purposes.
Except for the limited rights expressly granted to Customer hereunder, Revgentic reserves all rights, title and interest in and to the Services, the Revgentic Technology, including all related Intellectual Property Rights inherent therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
As between Revgentic and Customer, Customer retains ownership of all rights, title and interest in and to all Customer Data. Customer Data is deemed the Confidential Information of Customer under this Agreement. For the duration of the Term, Customer grants Revgentic a non-exclusive, royalty-free license to use Customer Data solely to (i) provide the Services to Customer, (ii) make improvements to the Services for Customer's use. Revgentic shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, (except those third parties sub-contracted by Revgentic to perform services related to Customer Data) except to the extent caused by Revgentic' negligence or wilful misconduct.
Either party may terminate this Agreement for any reason by providing the other party with at least thirty (30) days' prior written notice. In the event of such termination, the Services will continue to be provided until the effective date of termination, unless otherwise agreed in writing by the parties.
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 this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; or
(b) the other Party becomes insolvent, is subject to a winding-up petition, enters into administration, has a receiver appointed over any of its assets, makes an arrangement with creditors, or is subject to any analogous event or proceeding in any applicable jurisdiction.
Upon termination or expiration of this Agreement for any reason:
all rights granted to the Customer under this Agreement and any applicable Order Form shall immediately terminate and the Customer shall cease all use of the Services;
the following provisions shall survive termination or expiration: Clauses 5, 8, 10, and 11.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. The receiving party agrees to restrict access to such Confidential Information to those employees and service providers of the receiving party who need to know such information pursuant to this Agreement and have agreed to be bound by a confidentiality obligation not less protective than that contained in this Agreement ("Representatives"). Each party shall be responsible for compliance with the terms of this Agreement by its Representatives. Customer acknowledges that details of the Services and Revgentic Data constitute Revgentic's Confidential Information. Revgentic acknowledges that Customer Data constitutes the Customer's Confidential Information.
The obligations of confidentiality under this Clause 8 shall survive any expiration or termination of the Agreement for a period of two (2) years from the date of termination, except (i) for any personal data in respect of which the obligations of confidentiality shall continue indefinitely; and (ii) for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.
Revgentic will indemnify Customer for third-party claims arising from (i) the Services infringing a third party's intellectual property rights, or (ii) Revgentic's breach of confidentiality obligations, or (iii) Revgentic's gross negligence or wilful misconduct
Except to the extent related to Revgentic's acts or omissions, Customer will defend Revgentic, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with a claim that Customer Data, when used by Revgentic in accordance with this Agreement, infringes any third party's Intellectual Property Rights. Promptly upon receiving notice of a claim, Revgentic shall (a) give Customer prompt written notice of the claim; (b) give Customer sole control of the defence and settlement of the Claim (provided that Customer may not settle any claim unless it unconditionally releases Revgentic of all liability); and (c) provide to Customer, at Customer's cost, all reasonable assistance in the defence or settlement of such Claim.
Each party's total aggregate liability arising out of or relating to this Agreement shall not exceed £25,000
The exclusions in this Clause 10 shall apply to the fullest extent permissible at law, but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.
To the maximum extent permitted by Applicable Laws, neither party will be liable for indirect, special or consequential losses
The Agreement together with its Order Form(s) sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing the Agreement applies in place of and prevails over any previous terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by Customer in connection with the Agreement shall not be binding on Revgentic. In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this Clause 11.1 shall limit liability for any representations made fraudulently.
The Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
Neither party may assign, or delegate any part of this Agreement without the other party's prior written approval, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party's consent, in whole or in part to an Affiliate or, in cases of reorganisation of its assets, merger, acquisition, change of control or divestiture.
Revgentic may use the Customer's name and logo for marketing purposes only with the Customer's prior written consent
Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.
Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.
The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.