SaaS Terms & Conditions

Welcome to Band Pencil! We are Band Pencil Ltd, a company registered in England and Wales with company number 15732150 ('we', 'our' or 'us'). We provide Band Pencil, a browser-based booking and management platform for the music and entertainment industry, including tools for enquiries, events and gigs, availability, performer line-ups, members, clients, contracts, invoicing, reporting, portals, automations, integrations, API functionality and related services (Platform).

These terms and conditions (including any Schedules) (Terms) govern your access to and use of the Platform and any other services we provide to you under your Subscription. You can view the most updated version of our Terms at https://bandpencil.com/ (Website). Please read these Terms carefully before starting or continuing a paid Subscription.

Your Subscription may be monthly or annual. Annual Subscriptions have a fixed 12-month minimum term and are paid upfront. Monthly Subscriptions renew monthly. The duration, renewal and cancellation rules that apply to each type of Subscription are set out below.

1 READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets or as set out in the Definitions table at the end of these Terms.

(b) You may accept these Terms by clicking a button indicating acceptance, creating or upgrading an Account, paying any Subscription Fee, signing an Order or execution section (including electronically), or otherwise accessing or accepting the benefit of a paid Subscription. If you accept these Terms on behalf of a company, partnership or other entity, you warrant that you have authority to bind that entity, and references to you and your are to that entity.

(c) We may amend these Terms from time to time. We will give reasonable advance notice of any material amendment that adversely affects your rights or obligations, except where an amendment is required sooner for legal, regulatory, security or technical reasons. Your continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Terms. We will not use this clause to materially reduce the core functionality of an Annual Subscription during its current fixed term without reasonable justification.

2 ELIGIBILITY

(a) By accepting these Terms, you represent and warrant that you are acquiring the Platform wholly or mainly for purposes relating to your trade, business, craft or profession, you have authority to enter into these Terms, and you are authorised to use any payment method provided for the Subscription. The Platform is supplied on a business-to-business basis only.

3 DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence when you first accept these Terms or otherwise commence a paid Subscription and continue until terminated or allowed to expire in accordance with these Terms.

(b) (Monthly Subscription) If you select a monthly Subscription, your Subscription renews automatically for successive monthly periods unless cancelled before the next renewal date. Cancellation takes effect at the end of the then-current paid monthly period, unless we agree otherwise in writing.

(c) (Annual Subscription) If you select an annual Subscription, your Subscription has a fixed minimum term of 12 months from the commencement date (Annual Term), the applicable annual Subscription Fee is payable upfront, and you commit to the Subscription for the whole Annual Term.

(d) At the end of an Annual Term, the annual Subscription will automatically renew for a further 12-month period unless you give notice that you do not wish to renew in accordance with the cancellation process made available through the Platform or otherwise notified to you. You may cancel renewal at any time up to and including the day before the renewal date. If you cancel renewal, your Annual Subscription will continue until the end of the then-current annual Subscription Period and will not renew for a further term.

(e) Except where required by Law or expressly provided in these Terms, stopping use of the Platform or requesting cancellation during an Annual Term does not entitle you to a pro-rated refund or release you from Fees due for that Annual Term. We may provide a refund, credit or other accommodation as a goodwill gesture at our discretion. Doing so does not create a future entitlement, amend these Terms or waive our rights.

4 SOLUTION

4.1 SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

(a) We will provide you with access to the Platform and the functionality available under your selected Subscription Plan, together with any related Documentation, integrations and Support Services we make available from time to time (Solution).

(b) The Platform is accessed through a web browser. Nothing in these Terms grants you ownership of, or a right to install or receive a copy of, the underlying software or source code.

(c) The functionality, usage limits and pricing applicable to each Subscription Plan may be set out on the Website, pricing page, checkout page, Order or other subscription documentation. If there is an inconsistency, an Order expressly agreed by us prevails over the Website or pricing page, and these Terms prevail over general marketing material.

4.2 SUBSCRIPTION PLANS

(a) Band Pencil currently offers Standard, Premium and Ultimate Subscription Plans. Standard includes one Administrator seat, Premium includes up to three Administrator seats and Ultimate includes up to five Administrator seats. Additional Administrator seats may be available on eligible plans for an additional Fee shown on the Website or otherwise agreed with us.

(b) Subscription Plans may include different features, limits or functionality, including availability tools, bulk assignments, branded Client Portals, automations, API access and other features. We may update the description of plan features from time to time, subject to our obligations under these Terms.

(c) Unless we specify otherwise, limits described as unlimited remain subject to reasonable technical, security and fair-use limits designed to protect the Platform and other customers from excessive or abusive use.

4.3 FREE TRIAL

(a) We may offer a 14-day free trial of the Ultimate plan or another trial or promotional offer described on the Website. No payment card is required to commence the standard 14-day trial, the trial expires automatically at the end of the trial period, and it does not automatically convert into a paid Subscription. To continue using paid functionality after the trial, you must actively select and purchase a paid Subscription.

(b) We may impose reasonable eligibility and technical restrictions on trials to prevent abuse and may amend or withdraw a trial or promotional offer prospectively at any time.

4.4 ACCOUNTS AND USERS

(a) (Administrator Account) The person or entity purchasing the Subscription is the Administrator and contracting customer. The Administrator controls the Account and may permit additional Administrator users to access the Account up to the limits of the selected Subscription Plan.

(b) (Members) An Administrator may add musicians, performers or other personnel to its Account as Members. Members do not pay us for access to the Member Portal and may use the Member Portal to view gig and event information, respond to availability requests, update requested information and use other functionality made available to Members.

(c) (Central Member login) A Member may use a single central Band Pencil login that is associated with more than one Administrator Account. Removal of a Member from one Administrator Account does not necessarily terminate the Member's central login or their association with other Administrator Accounts.

(d) (Clients) An Administrator may provide its own customers with access to a Client Portal to view event details, review or sign documents, complete forms, make payments or use other Client-facing functionality.

(e) Members and Clients do not become parties to the subscription contract between us and the Administrator merely because they use a Member Portal or Client Portal. The Administrator is responsible for managing permissions within its Account and for ensuring that persons it authorises to use the Platform do so lawfully and in accordance with the restrictions that apply to them.

(f) (Account information) You must provide accurate, current and complete information when creating or maintaining an Account and must keep that information up to date.

4.5 PLATFORM ROLE AND DISCLAIMER

(a) The Platform is a technology, booking and management tool. We are not a party to any engagement, booking, contract, employment, contractor, performance, supply or other arrangement between an Administrator and any Member, Client or third party merely because the Platform is used to manage that arrangement.

(b) We do not guarantee the availability, attendance, conduct, suitability or performance of any Member, Client or third party, or the quality or outcome of any entertainment or other services arranged through the Platform.

(c) Any templates, workflow tools, forms, contract-building tools, invoicing functions, reports or other materials made available through the Platform are provided to assist your administration. They are not legal, tax, accounting or other professional advice. You remain responsible for deciding whether your contracts, communications, invoices, tax treatment and other business arrangements are appropriate for your circumstances.

4.6 ELECTRONIC CONTRACTS AND PAYMENTS

(a) The Platform may enable Administrators, Members and Clients to review or electronically sign documents and may record information relating to execution. We provide the technical functionality only and are not a party to the resulting contract. You are responsible for the content, legal effect and suitability of documents you create or use, and for ensuring that any person signing has authority to do so.

(b) The Platform may facilitate payments by a Client to an Administrator through Stripe or another Third Party Service. Unless expressly stated otherwise, we do not become the supplier of the Administrator's underlying services, do not hold ourselves out as the recipient of payment for those services and are not responsible for disputes concerning the underlying booking merely because payment functionality is provided through the Platform.

4.7 ACCESS

While your Subscription is maintained, we grant you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Solution and Documentation for your internal business purposes, subject to your Subscription Plan, usage limits and these Terms. You may permit authorised Administrator users, Members and Clients to access the parts of the Platform intended for them.

4.8 ENHANCEMENTS AND CHANGES

(a) We may from time to time release updates, enhancements, modifications or new features to the Platform (Enhancements). Enhancements may cause temporary downtime or changes in appearance or workflow.

(b) We may make reasonable changes to the Solution, including where required because a Third Party Service, integration or API changes or becomes unavailable, or for legal, security, technical or product-development reasons. We will use reasonable efforts not to materially reduce the core functionality of a paid Subscription during an Annual Term except where reasonably necessary for those reasons or where the relevant change is outside our reasonable control.

4.9 SUPPORT SERVICES AND AVAILABILITY

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

(a) we will use reasonable endeavours to respond to Support Service requests, but we do not guarantee 24/7 support or a particular response or resolution time;

(b) you are responsible for managing your Account, user access and internal administration; and

(c) you must provide reasonable information and cooperation required to investigate an issue.

(d) We do not provide a service level agreement or guarantee any uptime percentage. We will use reasonable efforts to maintain availability, but the Platform may be unavailable because of maintenance, updates, security work, internet or infrastructure failures, Third Party Services or events outside our reasonable control.

5 DATA HOSTING

Administrator Data may be stored or otherwise processed through third-party infrastructure used to provide the Solution (Hosting Services), subject to the Data Processing Schedule.

(a) (hosting location) Administrator Data may be hosted or processed in the United Kingdom, the United States and other locations used by our authorised Sub-Processors, subject to the international transfer provisions in the Data Processing Schedule.

(b) (service quality) We will use reasonable care in selecting and managing our material service providers, but we do not guarantee that Hosting Services or Third Party Services will be uninterrupted or error-free.

(c) (security) We will implement appropriate technical and organisational measures for Administrator Data as required by Data Protection Legislation and the Data Processing Schedule. No internet-based or cloud-hosted service can be guaranteed to eliminate all security risk.

(d) (backups and disaster recovery) We will use reasonable efforts, taking into account the functionality and processes of our service providers, to support continuity and recovery. You remain responsible for maintaining any independent records or exports that you are legally required or reasonably need to retain outside the Platform.

6 ADMINISTRATOR OBLIGATIONS

6.1 OBLIGATIONS

You agree to:

(a) provide us with information, instructions and reasonable assistance required to provide the Solution;

(b) ensure that your use of the Platform, and the activities of persons you authorise to use it, comply with applicable Laws and these Terms;

(c) remain responsible for bookings, event information, Member and Client information, contracts, invoices, tax treatment, payments, communications and business decisions made using the Platform;

(d) where you act as Controller, determine and document an appropriate lawful basis for the Personal Data you process, provide required privacy information, identify any applicable Article 9 condition for Special Category Data, and obtain consents where consent is in fact required by Law;

(e) comply with applicable direct marketing, privacy and electronic communications requirements for messages you send or arrange to be sent using the Platform; and

(f) review automated workflows, generated content and other configured functionality before and during use.

6.2 AI-ASSISTED FEATURES

(a) The Platform may include AI-assisted functionality which can, for example, extract information from emails or other Administrator-supplied content, populate fields or events, generate suggested content or prepare draft emails or communications for Administrator review.

(b) AI-assisted features are intended to assist administration and do not replace human judgment. Outputs may be incomplete, inaccurate or unsuitable for a particular purpose. You must review AI-generated or AI-assisted outputs before relying on them, approving them or sending them to another person, and you remain responsible for communications and decisions you approve.

(c) AI-assisted features may depend on third-party providers, including OpenAI, and relevant Administrator Data may be processed by authorised service providers as described in our Privacy Policy and the Data Processing Schedule. We do not warrant that any AI output will be accurate, complete or fit for a particular purpose.

(d) You must not knowingly submit data to an AI-assisted feature where doing so would breach Law, another person's rights or any restrictions we notify to you for that feature.

6.3 TRUST CARDS

(a) The Platform may generate a Trust Card for a Member using information derived from use of Band Pencil, which may include how long the Member has used the Platform, gig activity, accepted gigs, response rates and other activity metrics. A Trust Card may be made available through a shareable URL.

(b) Trust Card metrics are informational only. They are not a guarantee, accreditation, professional recommendation or representation by us that a Member will perform, attend, respond or act in any particular way.

(c) Users must not manipulate, falsify or misuse Trust Card information. Personal Data used in connection with Trust Cards will be handled in accordance with our Privacy Policy and applicable Data Protection Legislation.

6.4 ADMINISTRATOR DATA

(a) By providing, uploading or otherwise making Administrator Data available through the Platform, you represent and warrant that:

(i) you have the rights and authority required to provide and use the Administrator Data through the Platform;

(ii) your instructions to us in relation to Administrator Data comply with applicable Law;

(iii) Administrator Data does not infringe any Intellectual Property Rights or other rights of a third party;

(iv) Administrator Data does not contain malicious code or material intended to compromise the Platform; and

(v) you will not use the Platform to collect or process information that is unnecessary for your legitimate business purposes.

(b) Where you request information such as dietary requirements from Members, you acknowledge that the information may, depending on its content, reveal health information, religion or other Special Category Data. You are responsible for determining whether such information is necessary and for satisfying the applicable lawful basis and Article 9 condition before instructing us to process it.

6.5 ACCEPTABLE USE

(a) You must not, and must not encourage or permit any person to:

(i) use the Platform for unlawful, fraudulent, abusive or misleading purposes;

(ii) upload, transmit or distribute unlawful, defamatory, infringing, discriminatory, threatening, harassing, obscene or malicious content;

(iii) introduce malware, harmful code or material that compromises the security or integrity of the Platform or another system;

(iv) access or attempt to access another person's account or data without authority;

(v) share login credentials in a way that circumvents authorised seat or access controls;

(vi) scrape, crawl, harvest or make unauthorised automated use of the Platform;

(vii) reverse engineer, decompile, disassemble or attempt to derive source code except to the extent a restriction is prohibited by Law;

(viii) copy, resell, sublicense or commercially exploit the Platform except as expressly permitted by us;

(ix) circumvent security, usage or technical restrictions;

(x) send unlawful marketing communications, spam or fraudulent invoices through the Platform;

(xi) process Personal Data through the Platform in breach of applicable Data Protection Legislation;

(xii) use APIs other than in accordance with our Documentation and applicable technical limits; or

(xiii) interfere with, overload or materially disrupt the Platform or another customer's use of it.

(b) We may suspend or restrict access where reasonably necessary to protect the Platform, respond to a security risk, prevent unlawful or abusive use, comply with Law or address a material breach of these Terms.

7 FEES AND PAYMENT

7.1 SUBSCRIPTION FEES

(a) The fees payable for your Subscription are the Fees shown for your selected Subscription Plan on the Website or checkout page, or otherwise agreed in an Order. Unless stated otherwise, Fees are exclusive of VAT and other applicable taxes.

(b) Monthly Subscription Fees are payable monthly in advance. Annual Subscription Fees are payable upfront for the full Annual Term. Additional Administrator seats, add-ons or services may incur additional Fees disclosed before purchase or otherwise agreed with you.

(c) Except where these Terms expressly provide otherwise or a refund is required by Law, Fees are non-refundable. Any discretionary refund or credit we provide is a goodwill gesture and does not create an entitlement for future cases.

7.2 AUTOMATIC RECURRING BILLING

(a) By entering into a paid Subscription, you authorise recurring charges in accordance with your selected billing cycle until cancellation or non-renewal takes effect. You remain responsible for all Fees due before termination or expiry becomes effective.

7.3 PRICE CHANGES

(a) We may change the Fees for a Monthly Subscription by giving at least 30 days' written notice, with the revised Fees taking effect no earlier than a renewal date after that notice period has expired. You may cancel before the revised price takes effect.

(b) We will not increase the Fees payable for the then-current Annual Term unless you agree otherwise in writing. Any revised annual price will ordinarily apply from the next annual renewal. We may choose to preserve historic pricing for existing customers, but are not obliged to do so.

7.4 LATE PAYMENTS

(a) If an amount is overdue, we may suspend all or part of the Solution after giving you reasonable notice where practicable. Suspension does not waive our right to recover amounts properly due.

7.5 VAT

(a) Unless otherwise indicated, Fees do not include VAT. Where VAT is payable on a taxable supply by us, you must pay the VAT in addition to the relevant Fee, subject to us providing a valid VAT invoice where required.

7.6 ONLINE PAYMENT PARTNER

(a) We may use Stripe or another third-party payment provider to collect Subscription Fees or facilitate payments through the Platform (Online Payment Partner). Payment processing may also be subject to the Online Payment Partner's applicable terms and privacy documentation.

(b) We do not control Third Party Services and their availability, functionality, APIs and terms may change. To the extent permitted by Law, we are not responsible for a failure or delay to the extent caused by a Third Party Service, your systems or another matter outside our reasonable control, provided that this does not exclude liability for our own breach of these Terms.

8 INTELLECTUAL PROPERTY AND DATA

8.1 INTELLECTUAL PROPERTY

(a) (Our ownership) We retain ownership of all Intellectual Property Rights in and to the Solution and all Materials provided or made available by us, including Band Pencil, our software, source and object code, platform architecture, interfaces, databases, APIs, generic workflows, Documentation, designs, know-how, branding, features and any improvements or developments to them (Platform Content).

(b) (Licence to you) During your Subscription, we grant you a limited, non-exclusive and non-transferable right to use Platform Content solely as necessary to access and use the Solution for your internal business purposes. No ownership of Platform Content transfers to you.

(c) (Feedback) If you provide suggestions or feedback about the Platform, we may use that feedback to improve or develop the Platform, provided that we do not thereby acquire ownership of your Confidential Information or Administrator Data.

8.2 ADMINISTRATOR DATA

(a) You retain ownership of Administrator Data. You grant us and our Personnel a non-exclusive, royalty-free licence to access, host, copy, transmit, display and otherwise process Administrator Data only to the extent reasonably necessary to provide, secure, maintain and support the Solution, comply with Law and perform our obligations under these Terms and the Data Processing Schedule.

(b) We may remove or restrict access to Administrator Data where reasonably necessary because we reasonably believe it is unlawful, infringes third-party rights, presents a security risk or materially breaches these Terms. Where appropriate and lawful, we will notify you of the action taken.

9 THIRD PARTY SOFTWARE AND INTEGRATIONS

(a) The Solution may depend on or integrate with Third Party Services, including payment services, accounting software, email services, hosting providers, analytics tools, AI services and APIs. Your use of some Third Party Services may be subject to their applicable terms.

(b) We cannot guarantee that an integration or Third Party Service will remain available, unchanged or error-free. We may modify, replace or discontinue an integration where reasonably necessary because the relevant provider changes or withdraws functionality, subject to our obligations not to materially reduce core paid functionality without reasonable justification.

(c) If you connect a system, API or Third Party Service under your control, you are responsible for configuring and using it lawfully and in accordance with its terms. We are not responsible for failures to the extent caused by your configuration, unauthorised modifications or a Third Party Service outside our reasonable control.

(d) API access may be available only on specified Subscription Plans and remains subject to our Documentation, authentication requirements, usage limits and security requirements. These Terms do not constitute separate third-party developer API terms.

10 CONFIDENTIALITY

(a) Except as contemplated by these Terms, each party must keep the other party's Confidential Information confidential and must not use or disclose it except as reasonably necessary to perform or receive the Solution or exercise rights under these Terms.

(b) Confidentiality obligations do not apply to information that the receiving party can demonstrate: is or becomes public other than through breach; was lawfully known to it without restriction before disclosure; is independently developed without use of the Confidential Information; is lawfully obtained from a third party without breach of confidence; or must be disclosed by Law, court order or regulator.

(c) A party may disclose Confidential Information to its Personnel, professional advisers and authorised service providers who need to know it for a permitted purpose and are subject to appropriate confidentiality obligations.

(d) Each party must notify the other promptly if it becomes aware of a material unauthorised use or disclosure of the other party's Confidential Information and provide reasonable cooperation in addressing it.

11 PRIVACY AND DATA PROTECTION

11.1 DATA PROTECTION

(a) Words and phrases in this section have the meanings given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where applicable to the relevant processing, the EU GDPR, in each case as amended or replaced from time to time (Data Protection Legislation).

(b) Each party must comply with the Data Protection Legislation applicable to it.

(c) Where we determine the purposes and means of processing Personal Data for our own purposes, we act as an independent Controller. This may include processing relating to customer onboarding, account administration, billing, support, fraud prevention, security, legal compliance, relationship management and, where applicable, central Member account/login functionality or Trust Card processing that we determine independently. Such processing is described in our Privacy Policy.

11.2 PROCESSING ON YOUR BEHALF

(a) Where we process Personal Data contained in or transmitted through an Administrator Account solely on your documented instructions to provide the Solution, including relevant Member, Client, event, booking, contract, invoice and communication data (Customer Personal Data), you are the Controller and we are the Processor. That processing is governed by Schedule 1 (Data Processing Schedule).

(b) You are responsible for ensuring that you have an appropriate lawful basis and, where relevant, an Article 9 condition for the processing you instruct us to carry out, and for providing required privacy information to Data Subjects.

(c) The parties do not become Joint Controllers merely because both parties process Personal Data relating to the same individual. The role applicable to a particular processing activity depends on who determines its purposes and means.

(d) If there is any inconsistency between this clause and Schedule 1 in relation to Customer Personal Data processed by us as Processor, Schedule 1 prevails.

12 LIABILITY

12.1 WARRANTIES AND SERVICE LIMITATIONS

(a) We will provide the Solution with reasonable care and skill. Except as expressly stated in these Terms and to the maximum extent permitted by Law, implied terms and warranties are excluded.

(b) You acknowledge that software and internet-based services may experience bugs, errors, outages and third-party service failures. We do not guarantee that the Solution will be uninterrupted, error-free or available at all times, or that every message, integration or transaction will be delivered or processed without delay.

(c) Where you notify us of a material reproducible defect in the Platform, we will use reasonable efforts to investigate and, where appropriate, remedy or work around the defect. This does not apply to defects caused by misuse, unauthorised modifications, systems not supported by us or Third Party Services outside our reasonable control.

(d) (Non-excludable liability) Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.

12.2 LIABILITY CAP

(a) Subject to the Non-excludable liability provision above, to the maximum extent permitted by Law our aggregate liability arising out of or in connection with these Terms, the Solution and your Subscription is limited to the total Fees paid or payable by you to us during the 12 months immediately preceding the event giving rise to the liability or, where the Agreement has been in force for less than 12 months, the total Fees paid or payable during that shorter period.

(b) The cap applies in aggregate to all claims arising from the same or related facts, matters or events.

12.3 EXCLUDED LOSSES

(a) Subject to the Non-excludable liability provision and to the maximum extent permitted by Law, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings or goodwill, in each case arising out of or in connection with these Terms.

(b) Nothing in this clause excludes liability to the extent an exclusion or limitation would be unreasonable or ineffective under applicable Law, including the Unfair Contract Terms Act 1977 where it applies.

12.4 THIRD-PARTY CLAIMS

(a) You will indemnify us against losses, liabilities, damages and reasonable external legal costs finally awarded or agreed in settlement of a third-party claim to the extent the claim arises directly from Administrator Data supplied by you infringing that third party's Intellectual Property Rights or from your unlawful use of the Platform, except to the extent the claim was caused or increased by our breach of these Terms, negligence or wilful misconduct.

(b) We must give you reasonable notice of a claim for which we seek indemnification and reasonable cooperation, and we must not settle the claim in a way that admits wrongdoing by you or imposes non-monetary obligations on you without your consent, not to be unreasonably withheld.

13 CANCELLATION AND TERMINATION

13.1 CANCELLATION FOR CONVENIENCE

(a) You may cancel a Monthly Subscription before the next renewal date, with cancellation taking effect at the end of the then-current paid monthly period.

(b) An Annual Subscription remains committed for the full Annual Term. A request to cancel during the Annual Term does not terminate your payment obligations for that Annual Term, except where you have an express right to terminate under these Terms or Law. You may give notice that you do not wish the Subscription to renew at the end of the Annual Term.

(c) An Annual Subscription will automatically renew for successive periods of 12 months unless you cancel renewal before the applicable renewal date. You may cancel renewal at any time up to and including the day before the renewal date. If you cancel renewal, your Annual Subscription will continue until the end of the then-current annual Subscription Period and will not renew for a further term.

(d) We may discontinue a Subscription Plan or terminate a rolling Monthly Subscription for convenience by giving at least 30 days' notice. We will not terminate an Annual Subscription for convenience during its current Annual Term except where the relevant service is discontinued for a reason outside our reasonable control and we provide an appropriate pro-rated refund for the unused prepaid portion.

13.2 TERMINATION OR SUSPENSION FOR BREACH OR RISK

(a) Either party may terminate these Terms for a material breach by the other party if the breach is capable of remedy and is not remedied within 14 days after written notice requiring it to be remedied, or if the breach is not capable of remedy.

(b) We may suspend or restrict access immediately where reasonably necessary because of non-payment, unlawful use, a material security risk, fraud or abuse, a requirement imposed by Law or regulator, or a Third Party Service provider requiring suspension of functionality on which the Solution materially depends. Where practicable, we will notify you and restore access when the relevant issue is resolved.

(c) Either party may terminate immediately if the other party becomes insolvent, enters liquidation or administration other than for a solvent restructuring, ceases business or is subject to an analogous event, to the extent permitted by Law.

13.3 EFFECT OF TERMINATION

(a) When your Subscription ends, your right to access the paid Solution ceases, subject to any limited export period or functionality we make available.

(b) You are responsible for exporting Administrator Data you reasonably require before termination. Where technically available, we may permit a reasonable post-termination period for you to request an export of Customer Personal Data, subject to payment of amounts properly due and Schedule 1.

(c) Subject to Schedule 1, applicable Law and data we process as an independent Controller, we may delete Administrator Data after the applicable export or retention period. Data retained in backups may remain until overwritten or deleted in the ordinary backup lifecycle, provided it remains protected and is not used for another purpose.

(d) Clauses which by their nature are intended to continue after termination, including confidentiality, Intellectual Property, accrued payment obligations, liability provisions and applicable data protection obligations, survive termination.

14 IF THE PARTIES HAVE A DISPUTE

(a) A party claiming that a dispute has arisen under or in connection with these Terms must give the other party written notice containing reasonable details of the dispute before commencing court proceedings, except where urgent interlocutory or injunctive relief is required.

(b) After a dispute notice is given, each party must use reasonable endeavours to resolve the dispute in good faith. If the dispute is not resolved within 14 days, or another period agreed in writing, either party may commence legal proceedings.

15 FORCE MAJEURE

(a) Neither party is liable for delay or failure to perform an obligation to the extent caused by an event beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, industrial action outside its control, widespread internet or telecommunications failure, utility failure, or failure of a material third-party infrastructure provider that could not reasonably have been avoided (Force Majeure Event).

(b) The affected party must use reasonable endeavours to mitigate the effect of the Force Majeure Event and resume performance as soon as reasonably practicable. This clause does not excuse an obligation to pay Fees already due for services properly provided.

16 NOTICES

(a) A notice under these Terms must be in writing and in English and may be sent by email to the email address associated with the relevant Account or otherwise most recently notified for contractual notices.

(b) Unless the sender knows or reasonably ought to know that an email was not delivered, an email notice is deemed received 24 hours after sending, unless that time falls on a Saturday, Sunday or public holiday in England, in which case it is deemed received on the next Business Day.

17 GENERAL

17.1 GOVERNING LAW AND JURISDICTION

(a) These Terms and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with them or their subject matter or formation are governed by the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction, subject to any mandatory Law that cannot validly be excluded.

17.2 THIRD PARTY RIGHTS

(a) These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 for any person who is not a party to them.

17.3 WAIVER

(a) A waiver is effective only if given in writing by the party granting it. A delay or failure to exercise a right does not waive that right.

17.4 SEVERANCE

(a) If a provision of these Terms is wholly or partly invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues in effect.

17.5 ASSIGNMENT AND SUBCONTRACTING

(a) You may not assign, novate or transfer your rights or obligations under these Terms without our prior written consent, not to be unreasonably withheld. We may assign or novate these Terms to an Affiliate or in connection with a bona fide sale, merger, reorganisation or transfer of all or substantially all of the business or assets relating to Band Pencil, provided this does not materially reduce your contractual rights. We may use subcontractors subject to our obligations under these Terms and Schedule 1.

17.6 ENTIRE AGREEMENT

(a) These Terms, including any applicable Order and Schedule, constitute the entire agreement between the parties concerning the Subscription and supersede prior discussions or understandings relating to the same subject matter. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

17.7 RELATIONSHIP OF PARTIES

(a) Nothing in these Terms creates a partnership, joint venture, fiduciary, employment or agency relationship between the parties. Neither party may bind the other except as expressly agreed in writing.

18 ELECTRONIC ACCEPTANCE

Administrators accept these Terms, including Schedule 1, electronically as part of Band Pencil’s paid sign-up process by ticking the checkbox confirming agreement to the Band Pencil SaaS Terms & Conditions and acknowledgement of the Privacy Policy, and completing the sign-up process. No handwritten signature or separately executed copy of these Terms is required.

Where an Administrator accepts these Terms on behalf of a company or other organisation, the person accepting confirms that they are authorised to bind that organisation. The SaaS Terms & Conditions and Privacy Policy are made available through links in the sign-up checkbox wording.

19 DEFINITIONS

SCHEDULE 1 - DATA PROCESSING SCHEDULE

This Data Processing Schedule (Schedule) is incorporated into the Terms (Agreement) entered into between Band Pencil Ltd (Supplier) and the Administrator identified under the Agreement (Customer) and applies from the date the Agreement takes effect.

The Agreement requires Supplier to process certain Personal Data on the documented instructions of Customer. For Customer Personal Data processed through the Solution solely on Customer's behalf, Customer acts as Controller and Supplier acts as Processor. Each party may separately act as an independent Controller for Personal Data it processes for its own purposes. The parties do not intend to act as Joint Controllers under this Schedule unless expressly agreed otherwise for a specific processing activity.

20 DEFINITIONS

For the purposes of this Schedule, the terms Controller, Data Subject, Personal Data, Personal Data Breach, processing, Processor, Special Category Data and Sub-Processor have the meanings given to them by Applicable Privacy Laws.

Any other capitalised terms in this Schedule have the meanings given in the Agreement.

21 SCOPE OF THIS SCHEDULE

This Schedule applies only to processing of Protected Data by Supplier as Processor on behalf of Customer. It does not apply to information that has been irreversibly anonymised so that it no longer constitutes Personal Data under Applicable Privacy Laws.

(a) (Independent Controllers) This Schedule does not govern either party's obligations for Personal Data it processes as an independent Controller. Supplier may act as an independent Controller for Personal Data it processes for its own customer administration, billing, support, fraud prevention, security, legal compliance, relationship management and, where Supplier determines the relevant purposes and means, central Member account/login functionality, Trust Card functionality or other processing described in Supplier's Privacy Policy.

(b) Customer remains an independent Controller for Personal Data it processes for its own business purposes, including decisions about why Member and Client information is collected, what information is requested from those individuals, how bookings and engagements are managed, and how Customer uses information obtained through the Solution.

(c) The parties do not become Joint Controllers merely because each separately processes Personal Data relating to the same individual.

22 ROLES OF THE PARTIES

Customer acts as Controller and Supplier acts as Processor in respect of Protected Data processed by Supplier on Customer's behalf as part of the Solution. Nothing in this Schedule relieves either party of responsibilities or liabilities imposed directly on it by Applicable Privacy Laws.

23 CUSTOMER COMPLIANCE

Customer must comply with Applicable Privacy Laws in relation to its processing and instructions. Customer is responsible for establishing all necessary lawful bases, providing required privacy information, identifying any applicable Article 9 condition for Special Category Data, obtaining consent where consent is legally required, and ensuring that its instructions to Supplier are lawful.

24 SUPPLIER COMPLIANCE

Supplier will comply with obligations imposed on it as Processor by Applicable Privacy Laws and this Schedule.

25 INSTRUCTIONS

Supplier will process Protected Data only on documented instructions from Customer, including the instructions contained in the Agreement, this Schedule and Customer's lawful configuration and use of the Solution, unless Supplier is required to process by applicable Law. Where Law requires processing, Supplier will inform Customer of the legal requirement before processing unless the Law prohibits that notification on important grounds of public interest.

If Supplier reasonably believes that a Customer instruction infringes Applicable Privacy Laws, Supplier may suspend the affected processing and notify Customer so that the parties can agree an appropriate lawful instruction.

26 CONFIDENTIALITY

Supplier will ensure that persons authorised to process Protected Data are subject to an appropriate duty of confidentiality or statutory obligation of confidentiality.

27 SECURITY

Supplier will implement and maintain appropriate technical and organisational measures designed to protect Protected Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Protected Data, taking into account the state of the art, implementation costs, the nature, scope, context and purposes of processing and the risks to Data Subjects. The minimum categories of measures are described in Part B.

28 SUB-PROCESSING

(a) Customer gives Supplier general written authorisation to engage Sub-Processors to process Protected Data in connection with the Solution. Supplier's current or intended Sub-Processors are listed in Part C or otherwise notified to Customer.

(b) Supplier will give reasonable prior notice of a material new or replacement Sub-Processor that will process Protected Data. Customer may object within 10 Business Days after notice only on reasonable grounds relating to Applicable Privacy Laws.

(c) If Customer reasonably objects, Supplier will use commercially reasonable efforts to make available a reasonable change to the affected service or configuration to avoid use of the relevant Sub-Processor. If that is not reasonably possible, either party may terminate the affected part of the Solution on reasonable written notice. Unless the objection arises from Supplier's breach of this Schedule, termination under this paragraph does not relieve Customer of Fees properly due for the period before termination.

(d) Before a Sub-Processor processes Protected Data, Supplier will ensure that the Sub-Processor is bound by written data protection obligations that provide at least the level of protection required by Article 28 for the relevant processing. Supplier remains responsible to Customer for the performance of its Sub-Processors to the extent required by Applicable Privacy Laws.

29 DATA SUBJECT RIGHTS AND COMPLIANCE ASSISTANCE

(a) Taking into account the nature of processing, Supplier will provide reasonable assistance to Customer, through appropriate technical and organisational measures where possible, to enable Customer to respond to requests by Data Subjects exercising rights under Applicable Privacy Laws.

(b) Supplier will promptly notify Customer if it receives a Data Subject request relating to Protected Data, and will not respond substantively on Customer's behalf except on Customer's documented instructions or where required by Law. This does not restrict Supplier from responding to a request relating to processing for which Supplier acts as an independent Controller.

(c) Taking into account the nature of processing and information available to Supplier, Supplier will provide reasonable assistance with Customer's obligations concerning security, Personal Data Breaches, data protection impact assessments and prior consultation with a Supervisory Authority where Articles 32 to 36 UK GDPR or equivalent provisions apply.

(d) Supplier may charge reasonable costs for unusually extensive assistance requested by Customer, except to the extent the assistance is required because of Supplier's breach of this Schedule or Applicable Privacy Laws.

30 INTERNATIONAL TRANSFERS

Supplier will not make a restricted transfer of Protected Data unless the transfer is permitted under Applicable Privacy Laws. Where required, Supplier will ensure that an appropriate lawful transfer mechanism applies, which may include an adequacy regulation or decision, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses or another mechanism recognised under Applicable Privacy Laws.

Supplier may rely on a lawful transfer mechanism implemented by a Sub-Processor where that mechanism validly applies to the relevant transfer. The parties will reasonably cooperate in completing transfer documentation required for the processing covered by this Schedule.

31 AUDITS AND INFORMATION

Supplier will make available to Customer information reasonably necessary to demonstrate compliance with Article 28 UK GDPR and equivalent applicable obligations. Supplier may initially satisfy a reasonable request using security documentation, questionnaires, independent audit reports, certifications (where available) or other compliance information.

Customer may conduct, or appoint an independent auditor to conduct, an audit where reasonably necessary to verify compliance, subject to reasonable prior notice, normal business hours, confidentiality and security requirements, minimal disruption and, ordinarily, no more than one audit in any 12-month period unless a Personal Data Breach, regulator or material compliance concern reasonably justifies an additional audit. Customer bears reasonable audit costs unless the audit identifies a material breach by Supplier.

32 PERSONAL DATA BREACH

Supplier will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Protected Data and will provide information reasonably available to Supplier that Customer requires to assess and comply with its obligations. Supplier will provide reasonable cooperation in investigating, mitigating and remediating the breach.

33 DELETION OR RETURN

(a) On termination or expiry of the processing services, Supplier will, at Customer's choice and subject to available platform functionality, delete or return Protected Data and delete existing copies unless applicable Law requires retention. This obligation does not require Supplier to delete Personal Data it independently processes as Controller.

(b) Protected Data retained solely in backups may remain until deleted or overwritten in the ordinary backup lifecycle, provided it remains protected under this Schedule and is not restored or otherwise processed except where required for continuity, security or Law.

34 LIABILITY

Each party remains responsible for its own compliance with Applicable Privacy Laws. Contractual liability arising under this Schedule is subject to the liability provisions and cap in the Agreement, except to the extent Applicable Privacy Laws provide otherwise or a liability cannot lawfully be limited or excluded.

35 GENERAL TERMS

(a) The confidentiality, notices, governing law and jurisdiction provisions of the Agreement apply to this Schedule. If this Schedule conflicts with the Agreement regarding processing of Protected Data by Supplier as Processor, this Schedule prevails to the extent of that conflict. Mandatory Applicable Privacy Laws prevail over inconsistent contractual wording.

PART A - PROCESSING ACTIVITIES

Processing of Protected Data by Supplier under this Schedule is for the subject matter, duration, nature and purposes and involves the types of Personal Data and categories of Data Subjects set out below.

PART B - MINIMUM TECHNICAL AND ORGANISATIONAL SECURITY MEASURES

Supplier will implement technical and organisational measures appropriate to the risk in accordance with Article 32 UK GDPR and equivalent Applicable Privacy Laws. Without limiting that obligation, Supplier will maintain measures in the following categories to the extent appropriate to the Solution:

(a) access controls and role-based restriction of access to production systems and Personal Data;

(b) authentication and credential-management controls;

(c) encryption in transit and at rest where appropriate to the relevant system and risk;

(d) network, application and infrastructure security controls;

(e) logging, monitoring and security-event detection appropriate to material systems;

(f) backup, resilience, recovery and continuity measures;

(g) vulnerability, patch and change-management processes;

(h) incident response and Personal Data Breach procedures;

(i) personnel confidentiality, access management and security awareness measures;

(j) data minimisation and retention controls where technically available; and

(k) supplier and Sub-Processor diligence and contractual controls.

PART C - SUPPLIER'S APPOINTED SUB-PROCESSORS

The following providers are used in connection with the Solution. Their inclusion as Sub-Processors applies only where they process Protected Data on behalf of Supplier as Processor. Where a provider acts as an independent Controller or processes information solely for Supplier’s own purposes, its role should be addressed separately as appropriate.