Terms of Service

Last Updated: 2nd February 2026

Introduction & Agreement Structure

A. Parties: This Agreement is between OCG Software Limited (registered in England and Wales, company number 01604358, at Oak House, Waterside South, Lincoln, LN5 7FB) referred to as "OCG Software", "We", "Us", or "Our"; and the Customer identified on the Order Form, referred to as "You" or "The Customer". Together, we are the "Parties".

B. The Agreement: The Order Form, combined with these Canopy Platform Licence Terms, creates the binding Agreement between the Parties.

C. Background: We have developed a software-as-a-service (SaaS) platform called Canopy for the creation, approval, management, and analysis of supplier information.

D. Service Provision: Subject to signing an Order Form, We agree to provide, and You agree to accept and pay for, the Services under the terms of this Agreement.

1. Interpretation (Definitions)

To ensure clarity, the following terms have specific meanings in this Agreement:

Affiliate: Any entity that controls, is controlled by, or is under common control with another entity (as defined in s1124 of the Corporation Tax Act 2010).
Agreement: These Licence Terms, plus all Order Forms, schedules, annexes, and referenced documents.
Authorised Users: Your staff ("Customer Users"), suppliers ("Supplier Users"), and other individuals you authorize to access Canopy, subject to the Licence Restrictions in the Order Form and their acceptance of the End User Licence Agreement (EULA).
Beta Services: Functionality provided for trial purposes (beta, pilot, limited release, etc.) usually at no extra charge and distinct from production services.
Business Hours: 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding UK bank/public holidays.
Canopy Instance: Your unique, dedicated subdomain (e.g., [customer_name].canopy-sm.com).
Confidential Information: Information labelled confidential or reasonably understood to be confidential, including know-how, trade secrets, financial/technical data, Customer Data, and the Software itself.
Contract Year: A 12-month period starting from the Effective Date and each subsequent anniversary.
Customer Data: All data (including Personal Data) provided, uploaded, or generated by You or Your Users on the platform, excluding Third Party Data.
Effective Date: The earlier of the date listed on the Order Form or the date of payment.
Fees: The amounts payable by You as set out in the Order Form.
Force Majeure Event: Circumstances beyond reasonable control (e.g., natural disasters, war, pandemics, government action, utility failure).
Free Trial: A period of free access as stipulated on the Order Form.
Good Industry Practice: The skill and diligence reasonably expected from an experienced person in a similar undertaking.
Incident: An unplanned interruption to Software availability (excluding defined Exclusions).
Insolvency Event: Events including inability to pay debts, winding up, administration, receivership, or ceasing business.
Intellectual Property Rights (IPR): All copyright, patents, trademarks, trade secrets, database rights, and similar rights (registered or unregistered) globally.
Licence Restrictions: Parameters limiting your use of the Service (e.g., number of users) as defined in the Order Form.
Order Form: The ordering document or online receipt specifying the Services.
Services: Access to the Canopy Instance, Updates, and Support/Maintenance as defined by your Subscription Tier.
Subscription Tier: The specific package purchased (features, functionality, and limits).
Support and Maintenance Services: Services described in Schedule 2.
Term: The Initial Term plus any Renewal Terms.
Third Party Data: Data procured from third parties (by Us or You).
Update: A hotfix, patch, upgrade, or new version of Canopy.

2. Rights of Use

2.1 Grant of Licence: Subject to payment and the terms of this Agreement, We grant You a non-exclusive, non-transferable right to permit Authorised Users to use the Services (and Updates) for Your (and Your Affiliates') internal business purposes during the Term.

3. Authorised Users

3.1 Managing Users: You may add, remove, and vary user permissions at your discretion.

3.2 Limits: You must ensure the number and location of users do not exceed the Licence Restrictions in the Order Form.

3.3 Replacements: You may replace one individual User with another, subject to the limits above.

3.4 Compliance: You are responsible for ensuring all Authorised Users comply with this Agreement.

3.5 Acceptable Use Policy: You must not knowingly access, store, or transmit material that:

Is unlawful, harmful, defamatory, obscene, infringing, or racially/ethnically offensive.
Facilitates illegal activity or depicts sexually explicit images.
Promotes unlawful violence or discrimination.
Causes damage or injury to person or property.
We reserve the right to remove such material and disable access for responsible users.

3.6 Restrictions: Unless allowed by law or this Agreement, You must not:

Copy, modify, reverse engineer, or de-compile any part of Canopy.
Build a competing product or service using the Services.
Use the Services to provide services to third parties.
Licence, sell, or commercially exploit the Services (except to Authorised Users).
Help third parties gain unauthorised access.

3.7 Security: You must use reasonable efforts to prevent unauthorised access and notify Us promptly if it occurs.

3.8 Our Access: Our staff may access Your Canopy Instance to fulfil our obligations under this Agreement.

4. Services Overview

4.1 Provision: We will provide the Services during the Term subject to this Agreement.

4.2 Configuration: We grant You permission to set up and configure Your Canopy Instance.

4.3 Availability: We aim to make Services available 24/7, excluding:

Planned maintenance (8:00 pm – 6:00 am UK time).
Unscheduled maintenance (with reasonable notice where possible).

4.4 Upgrades: You may upgrade Your Subscription Tier at any time. Services will update upon payment. Downgrades are not permitted during the Term.

4.5 Support: We provide Support and Maintenance during Business Hours.

4.6 Suspension: We may suspend access if we suspect misuse, breach of Agreement, or for non-payment (see clause 13.5). We will investigate suspected misuse and may restore access at Our discretion.

5. Beta Services

5.1 Availability: We may offer Beta Services at no extra charge.

5.2 Disclaimer: Beta Services are provided "as is" and "as available." They may contain bugs and are not covered by the SLAs or Service Credits in Schedule 2.

5.3 No Warranty: We make no warranties regarding Beta Services and disclaim liability for their use.

5.4 Feedback: Any feedback You provide regarding Beta Services belongs to OCG Software.

5.5 Discontinuation: We may discontinue Beta Services at any time.

6. Free Trials

If You register for a Free Trial, Services are provided free of charge until the earlier of:

The end of the trial period stated on the Order Form;
The start of a paid Order Form; or
Termination by Us at our discretion.

7. Updates and Changes

7.1 Functionality: We may modify Canopy’s features via Updates.

7.2 Subscription Variations: We may vary the content of Subscription Tiers.

7.3 No Degradation: We ensure that such changes will not adversely affect Your use of Canopy or downgrade the Services agreed upon for the duration of the current Term.

8. Warranties

8.1 Mutual Warranties: Both Parties warrant that they have the legal authority to enter this Agreement and will comply with applicable laws.

8.2 Our Warranties: We warrant that:

Services will be provided per Good Industry Practice.
Canopy includes security features per Good Industry Practice.
The Services, when used correctly, will not infringe third-party IP rights.

9. Customer Responsibilities

You (and your Affiliates/Users) agree to:

Comply with all applicable laws regarding the use of Services.
Cooperate with Us and provide necessary information (e.g., configuration info) to provide the Services.
Obtain necessary licences/consents for Us to perform our obligations.
Data Responsibility: Be solely responsible for the accuracy and legality of Customer Data and Third Party Data. We are not responsible for its business value or accuracy.
Security: Safeguard login credentials and ensure users follow security best practices.
Network: Secure your network connections to Our data centres. You are responsible for problems arising from your internet connection or network.

10. Indemnity

10.1 Our Indemnity to You: We will indemnify You against costs/damages from a Third Party Claim arising from Your use of the Services, provided You:

Notify Us promptly;
Cooperate with Our defence; and
Give Us sole authority to defend/settle the claim.

10.2 IP Remedies: If an IP infringement claim arises, We will (at our cost) either modify the Services to be non-infringing or procure the right for You to continue using them.

10.3 Exceptions: We are not liable if the claim arises from Your breach of Agreement, misuse of Services, modifications made by anyone other than Us, or failure to heed Our infringement notices.

11. Intellectual Property (IP)

11.1 Service Ownership: The Services remain the property of OCG Software or relevant third parties.

11.2 Your Output: You own the IP in reports and output generated by Your use of the Services (including Customer Data). We assign such rights to You.

11.3 Third Party Data: Ownership remains with the third party; Your use is subject to their terms.

11.4 No Transfer: Except as expressly stated, no IP rights are transferred between the Parties.

12. Customer Data

12.1 Ownership: You own all rights to Customer Data (excluding personal data where ownership is distinct by law) and are responsible for its legality and accuracy.

12.2 Licence to Us: You grant Us a licence to use Customer Data strictly to perform our obligations under this Agreement (including sub-licensing to hosting providers).

12.3 Liability: We are not responsible for the content or compliance of Customer Data.

13. Limitation of Liability

13.1 Unlimited Liability: Neither Party limits liability for death/personal injury caused by negligence, fraud, or liabilities that cannot be excluded by law.

13.2 Excluded Damages: Neither Party is liable for loss of profit, goodwill, business, data corruption, anticipated savings, or special/indirect/consequential loss.

13.3 Liability Cap: Our total aggregate liability in any Contract Year is limited to the Fees paid to Us in that Contract Year.

13.4 Basis of Service: You assume responsibility for results obtained from the Services. The Services are provided "as is," and implied statutory warranties are excluded to the fullest extent permitted by law.

14. Fees and Payment

14.1 Payment: Fees are payable as described in the Order Form.

14.2 Currency: All transactions are in Pounds Sterling (£).

14.3 Invoicing: Undisputed invoices must be paid within 30 calendar days.

14.4 VAT: Fees are exclusive of VAT.

14.5 Late Payment: If unpaid after 30 days, We may:

Suspend access to the Services.
Charge interest at 4% above the Bank of England base rate.

14.6 Price Increases: We may increase Fees at the start of a Renewal Term with 90 days' prior notice.

15. Term and Termination

15.1 Duration: The Agreement starts on the Effective Date and continues for the Initial Term. It automatically renews for successive Renewal Terms unless one party gives 30 days' written notice before the end of the current term.

15.2 Immediate Termination: Either party may terminate immediately if the other:

Commits an irremediable material breach.
Fails to remedy a material breach within 30 days of notice.
Suffers an Insolvency Event.
Is prevented by Force Majeure for 3 continuous months.

16. Consequences of Termination

16.1 Actions: Upon termination:

You must stop using Canopy.
We will return Customer Data (in Your chosen format) within 30 days.
Both parties will destroy the other's Confidential Information.

16.2 Survival: Termination does not affect accrued rights or clauses intended to survive termination.

17. Insurance

We will maintain the following insurance coverage during the Term:

Employer’s Liability: £5,000,000
Professional Indemnity: £1,000,000
Public/Product Liability: £1,000,000
Certificates available upon request.

18. Data Protection

Both parties agree to comply with the obligations in Schedule 3 (Data Protection).

19. Confidential Information

19.1 Confidentiality: Both parties agree to keep the other’s Confidential Information secure and not disclose it without consent, except as necessary to perform the Agreement.

19.2 Personnel: Disclosure is permitted only to employees/contractors who need to know and are bound by confidentiality.

19.3 Exceptions: Confidentiality does not apply to information that is public knowledge (through no fault of the receiver), lawfully received from a third party, independently developed, or required by law to be disclosed.

20. Legal Compliance

20.1 Modern Slavery: We will comply with the Modern Slavery Act 2015 and maintain policies to prevent slavery and human trafficking.

20.2 Anti-Bribery: We will comply with the Bribery Act 2010, maintain anti-corruption policies, and notify You of any breaches or undue demands.

21. Non-Solicitation

During the Term and for 6 months after, neither party will directly solicit the other’s employees involved in the Services. (General recruitment advertising is exempt).

22. General Provisions

Notices: Must be in writing (first class or recorded delivery) to the contact details provided. Deemed served 3 Working Days after posting.
Force Majeure: Neither party is liable for failure to perform due to Force Majeure Events. If the event lasts over 14 days, You may terminate and receive a pro-rata refund for unused Services.
Assignment: Rights cannot be assigned without consent (not to be unreasonably withheld). We may subcontract obligations but remain liable for them.
Waiver: Delay in exercising rights does not constitute a waiver.
Severance: If a clause is invalid, the rest of the Agreement remains in force.
Relationship: This Agreement does not create a partnership or agency relationship.
Third Parties: No third-party rights are created under the Contracts (Rights of Third Parties) Act 1999.
Publicity: We may announce this Agreement and use Your logo/name as a factual case study unless agreed otherwise.
Entire Agreement: This document supersedes all prior agreements.
Governing Law: This Agreement is governed by the laws of England. Disputes are subject to the exclusive jurisdiction of English courts.

SCHEDULE 1: Services & Functionality

Introduction: Canopy is a cloud-hosted SaaS platform for supplier information management.

Access: Accessed via web browser through a dedicated Instance hosted on AWS.

Subscription Tiers: Features and limits (e.g., number of users, records, geographies) are defined by Your Tier in the Order Form.

Key Functionality: (Dependent on Subscription Tier)

Supplier Data Aggregation & Classification
Searchable Supplier Lists
Document Storage (Contracts, Certificates)
Onboarding, Approval, and Risk Assessment
ESG and Diversity Data Collection
Automated Notifications & Business Rules
Third-Party Data Ingestion & ERP Integration

SCHEDULE 2: Service Level Agreement (SLA) & Support

1. Availability & Support

Target Availability: 99.9% uptime per calendar month.
Knowledge Centre: We provide guides and documentation.
Helpdesk: Skilled staff available during Business Hours.
Support Line: You provide 1st line support to Supplier Users; We support Your Authorised Users.

2. Incident Management

Reporting: Notify Us via the contact info in the Knowledge Centre.
Measurement: Time starts when We are notified (or next Business Hour if reported out of hours).

Target Resolution Time SLAs: (Priority - Definition - Target Resolution)

Urgent - Services inaccessible; Data exposure/loss. - 4 Hours
High - Critical function loss; No workaround. - 8 Hours
Normal - Non-critical interruption; No workaround. - 72 Hours
Low - Cosmetic issues; Low business impact. - 120 Hours

3. Service Credits

If We miss targets, You are eligible for credits (deducted from future invoices or paid if no invoices remain).
Availability Credits:
- 99.9% – 95.0%: 5% of monthly Subscription Charges for every full 0.5% reduction.
- Below 95.0%: 30% of monthly Subscription Charges.
Resolution Credits:
- Calculation: 2% of monthly Subscription Charges for every 1% that Incident resolution drops below 95%.

4. Security

Safeguards: We maintain technical safeguards to protect Customer Data.
Updates: We implement regular security patches.
Reporting: You agree to report vulnerabilities to Us; We will investigate promptly.

5. Exclusions

We are not liable for SLA failures caused by Your breach of Agreement or Force Majeure Events.

SCHEDULE 3: Data Protection

1. Overview

Roles: You are the Controller; We are the Processor.
Compliance: Both parties comply with DP Laws (GDPR, Data Protection Act 2018).

2. Processing Obligations

OCG Software (We) will:
- Process data only on Your written instructions (unless required by law).
- Inform You if an instruction infringes DP Laws.
- Implement appropriate technical/organizational security measures.
- Assist You with GDPR compliance (Article 32-36) and Data Subject Requests (at Your cost).
- Notify You of any Personal Data Breaches without undue delay.
- Delete or return data upon termination.

3. Sub-Processors

Authorisation: You authorise our current Sub-Processors (listed in Appendix B).
Changes: We will notify You of new Sub-Processors. You have 14 days to object based on reasonable security concerns.
Liability: We remain liable for our Sub-Processors' performance.

4. International Transfers

We will not transfer data outside the EEA/UK without Your consent. You consent to transfers to International Recipients provided Appropriate Safeguards are in place.

5. Audits

We will make information available to demonstrate compliance and allow for one audit/inspection per 12-month period.

Appendix A: Data Processing Particulars

Subject Matter: Provision of Services.
Duration: Term of the Agreement.
Data Types: Personal details, contact info, financial details, employment info, qualifications, images, criminal offence data, trade union membership.
Data Subjects: Customer users, Supplier users, Contractors/Staff.

Appendix B: Approved Sub-Processors