These terms set out the basis on which the Oxford Risk provides services to Customer as set out in a Service Order. Together with the Service Order, these terms and any documents referenced in them form the Agreement between the Parties. A description of the standard Services can be found here and an overview of plan features here.
1.1. The definitions and rules of interpretation in the Appendix apply in these Terms along with terms defined in the Service Order.
1.2. In the case of conflict or ambiguity between any provision contained in these terms and any provision contained in the Service Order, the provision in the Service Order shall take precedence.
1.3. The Terms that apply to a Service Order shall be the terms then current as shown on Oxford Risk website at www.oxfordrisk.com/terms as at the date of the Service Order.
2.1. Oxford Risk will provide the access to the Application and perform the Services in accordance with the Service Order. Where the relevant Services description allows, additional Services may be added to the Service Order for the remainder of the relevant Term by the Customer at any time subject to the payment of the relevant fees. Reduction in Services will take effect at the end of the relevant Term.
2.2. Oxford Risk will provide the Services with reasonable skill and care and in accordance with the Service Order(s) including the use of anti-virus and similar protective software in relation to its systems and the Application, and in accordance with Applicable Law that relates to Oxford Risk as a provider of its Services. Oxford Risk shall use commercially reasonable endeavours to provide the Services in accordance with any relevant service level, except for:
2.2.1. planned maintenance which may result in ‘downtime’ carried outside Normal Business Hours; and
2.2.2. unscheduled maintenance performed inside or outside Normal Business Hours, provided that Oxford Risk has used reasonable endeavours, in the circumstances to give the Customer at least 6 hours’ notice in advance during Normal Business Hours.
2.3. Oxford Risk undertakes that the Application will perform substantially in accordance with its specification and any related documentation.
2.4. Oxford Risk shall not be liable for any use of the Services or Application contrary to Oxford Risk's instructions, or modification or alteration of the Services or Application by any party other than Oxford Risk or Oxford Risk's duly authorised contractors or agents.
2.5. Oxford Risk:
2.5.1. does not warrant that the Customer's use of the Services will be uninterrupted; or
2.5.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and use of the Application may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
2.5.3. is not responsible for ensuring that the Services, and the Application and/or the information obtained by the Customer through the Services or Application will meet the Customer's requirements or Applicable Law relevant to the Customer’s service or product offerings.
2.6. Oxford Risk warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement, and except as provided elsewhere in this Agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
2.7. If Oxford Risk have agreed to provide Support Services, Oxford Risk may amend the Support Services description in its sole and absolute discretion from time to time but in any case, not to adversely affect the fundamental services standards or availability of the Application.
3.1. Unless terminated earlier in accordance with clause 10, Service Orders shall continue for the initial term set out in the Service Order, or if no period is specified, two years from the date of the Service Order (“Initial Term”) and at the end of that Initial Term, it shall renew for subsequent terms of 12 months (“Renewal Term”) unless either party has given the other not less than one (1) month’s written notice prior to the end of the Initial Term or any subsequent Term that it does not wish to renew. In such case, the Service Order will terminate at the end of the then current Initial or Renewal Term.
3.2. Each Renewal Term shall be on the Terms then current as shown on Oxford Risk’s website at www.oxfordrisk.com/terms 45 days prior to the end of the current Initial or Renewal Term.
3.3. Where a Service Order is terminated or otherwise expired, there shall be no further right of access to the Application granted to Customer or its Users and Oxford Risk shall be under no obligation to retain or maintain Customer Data and personal data otherwise processed by Oxford Risk for the Customer shall be securely deleted except as required by Applicable Law.
4.1. Oxford Risk shall invoice the Service Fees, including the Subscription Service Fees for the relevant billing period on the payment dates set out in the applicable Service Order and the Customer shall pay each invoice within 30 days of the date of such invoice. Services Fees for any additional Services shall be invoiced in addition.
4.2. Prior to the Commencement Date, Customer must provide to Oxford Risk valid, up-to-date, and complete bank account direct debit details or business credit/debit card details and any other valid, up-to-date and complete contact and billing details and, the Customer hereby authorises Oxford Risk to debit such card or account on the Commencement Date for the Services Fees payable in respect of the Initial Term; and subsequently from time to time for any other Services Fees payable
4.3. If Oxford Risk has not received payment for any Services Fees within 21 days after the due date, and without prejudice to any other rights and remedies of Oxford Risk:
4.3.1. Oxford Risk may, without liability to the Customer, suspend access to all or part of the Services and Oxford Risk shall be under no obligation to provide any or all of the Services while the sums concerned remain unpaid; and
4.3.2. interest shall accrue on a daily basis and be compounded quarterly on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4.4. All amounts and fees stated or referred to in this agreement:
4.4.1. shall be payable in pounds sterling or the currency specified in the Service Order;
4.4.2. are non-cancellable and non-refundable;
4.4.3. are exclusive of value added tax or other similar sales tax or duty, which shall be added to Oxford Risk's invoice(s) at the appropriate rate;
4.4.4. shall not be subject to any withholding or set-off by the Customer.
4.5. Oxford Risk shall be entitled to increase any of the Service Fees payable on the start of each renewal term by the higher of (i) 2.5% or (ii) the annual rate of inflation according to the Consumer Prices Index published by the Office for National Statistics (or another reasonably equivalent index in the Territory) at the rate prevailing as at 60 days' prior to the start of the Renewal as notified to the Customer.
4.6. Except where the Customer terminates pursuant to clause 11 for Oxford Risk’s default, there shall be no refund of Service Fees nor will there be any refund for fees paid by the Customer for subscriptions that are yet to expire,
5.1. The Customer shall:
5.1.1. provide Oxford Risk with:
22.214.171.124. all necessary co-operation in relation to this Agreement and the Service Order including any Customer dependencies identified in a service order or the Service description; and
126.96.36.199. all necessary access to such information as maybe required by Oxford Risk in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
5.1.2. comply with all Applicable Laws with respect to its activities under this Agreement. Customer acknowledges that it and its Users are entirely responsible for obtaining, maintaining and complying with any and all requirements of the Regulator in respect of its activities and that Oxford Risk is not regulated or supervised by the Regulator and acts only as the Customer’s service provider;
5.1.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Oxford Risk may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.4. ensure that the its Users use the Services and the Application in accordance with the terms and conditions of this Agreement and shall be responsible for any of its User's breach;
5.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Oxford Risk, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services. In particular, but without limitation the Customer shall ensure that its Clients give informed consent for their personal data to be processed in accordance with the GDPR.
6.1. The Customer acknowledges that the deliverables and outputs from using the Application and Services will be as described in the relevant Service description. Such deliverables and outputs are a guide for the Customer and are not warranted to be accurate. Customer and its Users must exercise their professional judgment and skill in the use and interpretation of the deliverables and outputs.
6.2. Services that require information from the Customer will be dependent on the availability, accuracy and completeness of the information provided by the Customer.
6.3. All Customer Data may be used during the term of this Agreement and afterwards by Oxford Risk on an aggregated and anonymised basis with information from other Customers to improve the accuracy, facility and calibration of the Application and Services, and to provide aggregate information, data and historic analyses. Oxford Risk will ensure no personally identifiable information is used or retained in such use.
7.1. Except as expressly stated below:
7.1.1. Oxford Risk shall have no liability for any indirect or consequential losses or damage (including special damage (even where Oxford Risk was aware of the circumstances in which such special damage could arise); loss of anticipated savings; loss of business opportunity; loss of goodwill; or loss of data) which may be suffered by the Customer (or any person claiming under or through the Customer), whether arising in contract, tort or otherwise unless it was caused by fraud or malicious default.
7.2. The total liability of Oxford Risk, whether in contract, tort (including negligence) or otherwise in connection with this Agreement, shall (unless stated otherwise in this Agreement) in no circumstances exceed £1,000,000 (or equivalent sum in the currency of the Territory) or two times total Service Fees payable in the relevant year of the Agreement whichever is lower.
7.3. The exclusions in this clause shall apply to the fullest extent permissible at law, but for the avoidance of doubt the parties do not exclude or limit liability for death or personal injury caused by the negligence of a party, its officers, employees, contractors or agents; for fraud or fraudulent misrepresentation; or for malicious default.
7.4. Oxford Risk will at all times until its obligations under this Agreement are performed maintain insurance cover with an insurance company of repute against all legal liability it may have to the Customer in connection with this Agreement.
8.1. Oxford Risk will indemnify the Customer its employees, contractors and directors from and against all loss, costs, charges, damages and expenses incurred by the Customer and directly attributable to a third-party claim that the Application or the provision of the Services breaches that third party’s intellectual property rights.
8.2. The Customer will indemnify and keep indemnified and hold harmless Oxford Risk its employees, contractors, and directors from and against all and any losses, costs, charges, damages, and expenses incurred by Oxford Risk arising out of or in connection with:
8.2.1. any third-party claims, arising out of or in connection with the Customer's or its Users use of the Services, and/or Application or any results of such use, advice given, or investments made by a Client or;
8.2.2. any breach by Customer of Applicable Laws, or requirements of the Regulator,.
8.3. The above indemnities are given subject to the following:
8.3.1. the indemnifying party is given prompt notice of any such claim or actions;
8.3.2. the indemnified party provides reasonable co-operation to the other in the defence and settlement of such claim, at their own expense; and
8.3.3. the indemnifying party is given sole authority to defend or settle the claim.
9.1. The Customer acknowledges and agrees that Oxford Risk and/or its licensors own all Intellectual Property Rights in the Application, Services, and the associated documentation. Except as expressly stated, this agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Application, Services or associated documentation.
9.2. Oxford Risk hereby grants to the Customer, a non-exclusive licence to use the Intellectual Property Rights in the Application and Services in the Territory during the Term strictly for the purpose of using and taking the benefit of the Services in accordance with the terms of this Agreement, including accessing the Application as made available via API or other method, in connection with the Customer’s business and for no other purpose whatsoever.
9.3. The Customer and/or the Affiliates shall not, nor permit any other party to, copy, disassemble, analyse, or investigate or attempt to reverse engineer the Application, neither shall they remove or obscure any of Oxford Risk’s branding or trademarks appearing in the Application or otherwise in relation to the Services.
9.4. The Customer may make as many copies of the Customer’s Data processed by the Application reports and results from using the Service and Application as may be necessary for its lawful use and the normal operation of their business.
9.5. If any claim is made by a third party that the Application or Services infringe that third party’s Intellectual Property Rights, or in Oxford Risk’s reasonable opinion is likely to be made, Oxford Risk may at its sole option and expense (and without prejudice to any other rights, claims or remedies of the Customer under the terms of this Agreement or otherwise):
9.5.1. procure for the Customer the right to continue use such Intellectual Property (or any part thereof) in accordance with the terms of this Agreement; or
9.5.2. modify such Intellectual Property so that it ceases to be infringing; or
9.5.3. replace such Intellectual Property with non-infringing Intellectual Property.
9.6. In the event such remedies are not reasonably available, terminate the Service Order (or relevant part of it) on 1 (one) month notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer other than to refund any Subscription Services Fees already paid in respect of any affected Services pro rata for the remainder of the relevant Term.
9.7. The Customer will notify Oxford Risk in writing, as soon as reasonably practicable, of any infringement claim of which it has been notified.
9.8. In no event shall Oxford Risk, its employees, agents, and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
9.8.1. a modification of the Application or Services by anyone other than Oxford Risk; or
9.8.2. the Customer's use of the Application or Services in a manner contrary to the instructions given to the Customer by Oxford Risk; or
9.8.3. the Customer's use of the Application or Services after notice of the alleged or actual infringement from Oxford Risk or any appropriate authority.
9.9. The above and clause 8.1. states the Customer's sole and exclusive rights and remedies, and Oxford Risk's (including its employees', agents’, and sub-contractors') entire obligations and liability in relation to Intellectual Property Rights.
10.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement or any Services Order with immediate effect by giving written notice to the other party if:
10.1.1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment;
10.1.2. the other party commits a material breach of any other term of this Agreement, which is irremediable or is remediable but which it fails to remedy within a period of 28 days after being notified in writing to do so (for the avoidance of doubt breaches of clauses 188.8.131.52, 184.108.40.206 shall be deemed material);
10.1.3. the other party repeatedly breaches (being more than 3 time in any 12-month period) any of the terms of this Agreement even if such breaches are remedied; or
10.1.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or undergoes or suffers any other insolvency event or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of these events ;
10.2. On termination of this Agreement for any reason:
10.2.1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Application and Services;
10.2.2. the Customer shall immediately pay to Oxford Risk any outstanding or agreed sums that have fallen due or payable before the date of termination to Oxford Risk under this Agreement; and
10.2.3. Subject to 6.3 and 11, Oxford Risk may destroy or otherwise dispose of any of the Customer Data in its possession unless Oxford Risk receives, no later than ten days, or otherwise as required by law, after the Commencement Date of the termination of this agreement, a written request to preserve the data for a period of time that will be negotiated by the Customer and Oxford Risk;
10.2.4. any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
10.3. On any termination or expiry of this Agreement the Customer will promptly destroy or return to Oxford Risk (at Oxford Risk’s option) all copies of the Application, deliverables or other Oxford Risk proprietary or confidential information then in its possession, custody, or control and, in the case of destruction, certify to Oxford Risk that it has done so.
11.1. Each party shall, during the term of this Agreement and afterwards, keep confidential and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party (except the Affiliates in the case of the Customer), any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, subsequently comes lawfully into the possession of such party from a third party or is independently developed by the receiving party or is required to be disclosed by law or any court of competent jurisdiction or by any applicable regulatory authority to which the recipient and/or disclosing party are subject to.
11.2. The terms of this Agreement are confidential and may not be disclosed by either party without the prior written consent of the other party. The parties shall agree a reasonable basis of which each may refer to the other as a customer or service provider of the other in its publicity materials.
11.3. In the event of any actual or threatened breach of one or more provisions of this clause 11, the recipient of any confidential information acknowledges that damages may not be an adequate remedy and that without proof of special damage the disclosing party has the right to apply to seek injunctive relief in any court with relevant jurisdiction.
11.4. The provisions of clause 11 shall remain in full force and effect notwithstanding termination of this Agreement for any reason.
12.1. The parties shall comply with the Security Provisions set out in the technical documentation as updated from time to time. This can be viewed at oxfordrisk.zendesk.com.
12.2. To the extent that Oxford Risk processes any personal data on behalf of the Customer, the Data Protection Terms set out at www.oxfordrisk.com/data-protection shall apply to such processing.
12.3. To the extent that either party acts as a data controller in processing Data for the purpose of this Agreement it shall comply in full with the requirements of the Applicable Laws relating to data protection or privacy, to which it is subject as a data controller in the territory in which it is established, including, without limitation maintaining any required register entries up-to-date in any public register
12.4. Oxford Risk may select and employ sub-contractors to assist it in the fulfilment of its obligations under this Agreement who may be deemed subprocessors. Oxford Risk will notify the Customer of any subprocessors to be appointed prior to appointment. The Customer shall have the right to object to such appointment on reasonable grounds within 10 working days of notification. Oxford Risk shall in good faith seek to address legitimate concerns of the Customer in relation to any subprocessors, failing which the Customer may terminate the portion of the Services that involve such subprocessors. Oxford Risk will not be relieved of its obligations under this Agreement by entering into any sub-contract for the performance of any part of this Agreement.
13.1. If Oxford Risk is providing Customer branding of the Application as part of the Services, Oxford Risk shall follow to the extent technically possible any brand guidelines issued by the Customer, which set out, and act as toolkit, as to how the Customer brand is to be represented and used. The Customer may amend such guidelines from time to time. Oxford Risk shall be entitled to make an additional charge for any changes the Customer may request.
13.2. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
13.3. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
13.4. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement, and signed by an authorised signatory on behalf of the Customer and Oxford Risk.
13.5. No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, or civil commotion. That party will be entitled (subject to giving the other party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations. If any delay has not been resolved within a reasonable time, the party not so delaying may terminate this Agreement immediately on written notice to the other.
13.6. Nothing in this Agreement creates legal rights for, or enforceable by, any party other than the Customer or Oxford Risk whether under the Contracts (Rights of Third Parties) Act 1999 or equivalent provision of Applicable Law or otherwise. None of the Customer’s Affiliates or its Users shall be entitled to recover Group Loss suffered by it nor generally to enforce this Agreement in its own right in accordance with such provisions of Applicable Law. Customer and Oxford Risk may rescind, vary, or amend this Agreement or terminate it in accordance with its terms without the consent of any of the Customer’s Affiliates.
13.7. Any notice required to be given pursuant to this Agreement shall be in writing and shall be sent to the other party marked for the attention of the person at the address set out for such party in this Agreement. Notices may be sent by first-class mail or email. Correctly addressed notices sent by signed-for mail shall be deemed to have been delivered 48 hours after posting and correctly directed emails shall be deemed to have been received instantaneously on transmission, provided that no non-delivery message is transmitted by the sender’s email service provider.
13.8. This Agreement and the documents appended as annexes to this Agreement or documents otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
14.1. Any dispute relating to the interpretation of, arising out of, relating to or in connection with this Agreement will be referred in the first instance to a member of the Customer’s account/relationship management and a director of Oxford Risk for resolution.
14.2. If the dispute cannot be satisfactorily resolved between such people within 10 business days of referral, the parties shall refer the dispute to a member of each party’s senior management, who shall endeavour to resolve the dispute within a further 5 business days.
14.3. If the parties fail to agree terms of settlement within these further 15 business days, then either party will have the option thereafter of commencing litigation, provided that the obligation to attempt to resolve a dispute by alternative dispute resolution will not prevent either party from seeking injunctive relief in the case of a breach or threatened breach of confidentiality or an infringement or threatened infringement of intellectual property rights.
14.4. This Agreement and any legal or equitable rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and, subject to the above, each party hereby submits to the exclusive jurisdiction of the English courts except for injunctive or other non-monetary relief in the case of a breach or threatened breach of confidentiality or an infringement or threatened infringement of intellectual property rights which may be brought in any court of competent and applicable jurisdiction.
Affiliate: means with respect to a party, any entity that, now or in the future, owns, or is owned by or is under common ownership with, such Party. For the purposes of this definition, “ownership” means control of more than a 50% interest of an owned entity or the ability to direct the actions of an owned entity and the party and its Affiliates shall form its “Group”.
Agreement: a Service Order and these terms and conditions, including any schedules and appendices to them.
Application: Oxford Risk’s software solution and associated Services made available by Oxford Risk to Customer.
Applicable Laws: all laws and regulations (including statutes and regulations or similar that have legal effect) applicable to a party in performing its obligations under this Agreement including, but not limited to, those relating to data protection and the processing of personal data, including without limit the GDPR.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Client: any person or organisation using products or services supplied by the Customer and who are either a retail or professional client as defined by the Regulator.
Customer: the Customer named on the Service Order.
Customer Data: the Data inputted by the Customer, Authorised Users, or Oxford Risk on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer’s Platform Service: Customer’s software service that supports the Services or allows access to the Application.
Data: all information, including personal data, processed by the parties for the purpose of this Agreement, whether in tangible or electronic form, and whether maintained or displayed in a database or otherwise.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Personal data, data processor, data controller and processing shall have the meaning assigned to them in the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or equivalent or similar terms under any data protection or privacy law in the Territory’s Applicable Law.
Oxford Risk: Oxford Risk Limited, a company incorporated and registered in England with company number 04571309 whose registered office is at 62 Foxhall Road, Didcot, OX11 7AD, United Kingdom or the relevant branch or subsidiary named in the Service Order.
Oxford Risk Intellectual Property: the Application and any other pre-existing Intellectual Property or Intellectual Property of Oxford Risk created independently from the Services.
Regulator: the Financial Conduct Authority in the United Kingdom or equivalent financial regulatory body/ies in the Territory as applicable.
Service(s): the Subscription Services, and any other one-off, bespoke, consultancy or occasional services ordered under a Service Order and described in the relevant service description at www.oxfordrisk.com/services.
Service Fee(s): any charges for a Service whether one-off or a Subscription Services;
Service Order: a written order for Services specifying the Services required and other details applicable to them.
Subscription Service(s): The recurring access to Application or other periodic or subscription services specified in a Services Order.
Support Services: the support services as detailed in the Service Order.
Territory: the territory(ies) specifically agreed in a Service Order.
User: any user of the Services or Application including through the Customer’s Platform Service.
The headings in this Agreement do not affect its interpretation.
Unless the context otherwise requires: (i) references to Oxford Risk and the Customer include their permitted successors and assigns; (ii) references to statutory provisions include those statutory provisions as amended or re-enacted; and (iii) words in the singular include the plural, and those in the plural include the singular.
April 26, 2023