Terms & Conditions

• "Service": the Crewmates web, mobile and desktop applications, including all features, integrations, APIs and documentation.
• "Customer": the organisation that subscribes to the Service under an Order.
• "Authorised User": an individual permitted by the Customer to access the Service under a user account.
• "Order": the order form, quote acceptance or online sign-up that records the plan, pricing and term.
• "Customer Data": all data uploaded, generated or processed in the Service on behalf of the Customer, including personal data of Authorised Users and clinical data.
• "DPA": the Data Processing Addendum we sign with each Customer, which forms part of these terms.

The contract between Crewmates and the Customer comprises (in order of precedence): (a) the relevant Order; (b) the DPA; (c) these Terms & Conditions; and (d) our Privacy Policy. Together these form the "Agreement".

Where there is a conflict, the higher-ranked document takes precedence over the lower-ranked, except in respect of data protection where the DPA always prevails.

On acceptance of an Order, Crewmates grants the Customer a non-exclusive, non-transferable, revocable right for its Authorised Users to access and use the Service for the Customer's internal business purposes during the subscription term.

The Customer is responsible for:

• configuring user accounts, roles and permissions;
• keeping account credentials secure and enforcing MFA;
• ensuring its Authorised Users comply with this Agreement; and
• the legality of Customer Data and the legitimacy of any decisions made using the Service.

The Customer and its Authorised Users must not:

• use the Service in breach of any applicable law, regulation or third-party right;
• attempt to gain unauthorised access to any part of the Service or its underlying infrastructure;
• reverse-engineer, decompile, copy or create derivative works of the Service, except as permitted by law;
• upload malicious code, viruses or harmful content;
• use the Service to send unsolicited marketing communications or unlawful content; or
• resell, sub-licence or make the Service available to any third party outside the Customer's organisation without our written consent.

We may suspend access without liability where we reasonably believe these terms are being breached or where suspension is necessary to protect the Service, our other customers, or to comply with the law.

Subscription fees are set out in the Order. Unless stated otherwise, fees are payable monthly or annually in advance, are quoted in GBP and are exclusive of VAT.

Card payments are processed via Stripe. Invoiced customers must pay within 30 days of invoice date. Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998 and we may suspend the Service after 14 days' written notice of non-payment.

We may revise fees at renewal by giving at least 30 days' written notice before the end of the then-current term.

The Agreement starts on the date of the Order and continues for the initial term stated in the Order. It then renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate the Agreement immediately if the other:

• commits a material breach that is not remedied within 30 days of written notice;
• becomes insolvent, enters administration or ceases to trade; or
• persistently breaches the Agreement in a way which, taken together, is a material breach.

On termination the Customer's right to use the Service ends. We will make Customer Data available for export for at least 30 days following termination, after which it will be deleted in accordance with the DPA.

As between the parties, the Customer owns all Customer Data. The Customer grants Crewmates a worldwide, non-exclusive licence to host, copy, transmit, display and process Customer Data solely to provide the Service and as permitted by the DPA.

Crewmates and its licensors own all intellectual property in the Service, including the software, design, documentation, trademarks and any improvements or feedback derived from Customer suggestions (provided such improvements do not contain Customer Data).

To the extent we process personal data on the Customer's behalf in providing the Service, we do so as a processor under Article 28 UK GDPR. The DPA records the subject-matter, duration, nature, purpose, types of data, categories of data subjects and the obligations and rights of the parties. The DPA forms part of this Agreement and is available on request.

Each party will comply with its respective obligations under the UK GDPR, the Data Protection Act 2018 and PECR. The Crewmates Privacy Policy explains how we handle personal data for which we are the controller (e.g. account creation and marketing enquiries).

Each party will keep confidential any information of the other that is marked confidential or that a reasonable person would understand to be confidential, and will not use or disclose it except as needed to perform the Agreement. This does not apply to information that is or becomes publicly known through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

We use commercially reasonable efforts to keep the Service available 24×7×365 and target an uptime of 99.5% per calendar month, excluding scheduled maintenance, force majeure, and any downtime caused by Customer equipment, configuration or third-party services we do not control.

Enterprise plans may include enhanced availability commitments and response times set out in a separate Service Level Schedule.

Each party warrants that it has full power and authority to enter into the Agreement. We warrant that the Service will materially perform in accordance with our published documentation.

Except as expressly set out in this Agreement, all warranties, conditions and terms (express or implied by statute, common law or otherwise) are excluded to the maximum extent permitted by law. The Service is not warranted to be uninterrupted or error-free.

Nothing in this Agreement limits or excludes either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be limited or excluded under English law, including consumer-protection liability where applicable.

Subject to the above, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable by the Customer to Crewmates in the 12 months preceding the event giving rise to the claim.

Neither party will be liable for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.

Crewmates will defend the Customer against any third-party claim that the Customer's use of the Service (in accordance with the Agreement) infringes that third party's UK intellectual property rights, and will indemnify the Customer against the damages and costs finally awarded.

The Customer will indemnify Crewmates against any third-party claim arising from Customer Data, the Customer's breach of acceptable use or any unlawful processing carried out using the Service.

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, public-health emergencies, strikes, third-party network outages and government action. The affected party will notify the other promptly and will use reasonable efforts to mitigate the impact.

We may amend these Terms & Conditions from time to time. Where changes are material we will give at least 30 days' notice by email or in-app message before they take effect. If the Customer does not accept material changes it may terminate the Agreement at the end of the notice period and receive a pro-rated refund of any pre-paid unused fees.

Notices to Crewmates must be sent to {{NOTICES_EMAIL}} or by first-class post to {{REGISTERED_ADDRESS}}. Notices to the Customer will be sent to the email address on the account or, where relevant, the contracting address recorded in the Order.

Assignment. The Customer may not assign or sub-licence the Agreement without our written consent. We may assign the Agreement on notice in the event of a corporate reorganisation or sale of business.

Third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and understandings.

Severability. If any provision is found to be invalid or unenforceable, the remainder of the Agreement will continue in force.

Waiver. A failure or delay in exercising a right will not waive that right.

The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.