Terms and Conditions
12th March 2026
1. Acceptance of these terms
1. These terms and conditions (these “Terms”) are between Breedr Holdings Inc and each of its subsidiaries (including but not limited to Breedr Inc, Breedr Technology Pty Limited and Breedr Limited) ("we", "us", "our") and our customer that is accessing the Service ("you", "your"). Your access to and use of the Service is conditional upon your acceptance of these Terms.
2. These Terms apply whether you: purchase an enterprise license (making you an “Enterprise Member”) which will include a corresponding Enterprise Membership Letter (as defined below); purchase a mass market license through our Website (making you a “Standard Member”); or you are accessing the Service pursuant to a free trial.
3. By accepting these Terms, you represent and warrant that you are of legal age to enter into a binding agreement. If you are accepting these terms on behalf of an entity (such as a business, corporation, company, governmental organization or any other legal entity or organization you represent) then you warrant that you have the right, power and authority to enter into these Terms on behalf of such organization, to bind the organization to these Terms and that you are authorized to accept these Terms on its behalf.
4. We may update these Terms from time to time. We will notify you of any changes and you will be prompted to accept our updated Terms next time you log in to the Services. If you are a Member and do not agree to our updated Terms then you may contact us to terminate your membership subscription.
2. Interpretation
1. The following definitions and rules of interpretation apply in these Terms:
1. "Authorized Users" means your employees, agents and independent contractors who are authorized by you to use the Service in the ordinary course of your business.
2. "Breedr Guarantee" has the meaning given in clause 10.
3. "Business Day" means a day other than a Saturday, Sunday or public holiday in the country in which you are located.
4. "Confidential Information" means information that is proprietary or confidential and is either clearly labeled as such, would otherwise reasonably be understood to be
confidential given the nature of the information or disclosure, or is identified as Confidential Information in clause 12.
5. "Controller", "processor", "data subject", "personal data", "personal data breach", "processing" and "appropriate technical and organizational measures" as defined in the applicable Data Protection Legislation.
6. “Customer Data" means the data input by you, your Authorized Users, or us on your behalf (whether supplied by you or an authorized third party) for the purpose of using the Service or facilitating your use of the Service.
7. "Data Protection Legislation" means all applicable laws governing the handling of personal data, including the following, as amended, extended, re-enacted or replaced from time to time: (i) the UK Data Protection Act 2018 and any legislation relating to the processing of personal data effective in the UK that is intended to replicate or maintain some or all of the provisions, rights and obligations set out in the GDPR following the UK’s withdrawal from the European Union, including the UK GDPR; (ii) EC Directive 2002/58/EC on Privacy and Electronic Communications and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); (iii) the EU General Data Protection Regulation (EU) 2016/679, together with any transposing, implementing or supplemental legislation, (iv) any U.S. federal or state privacy laws currently in effect, or as may become effective in the future, and as amended from time to time, (v) all local laws or regulations implementing or supplementing the EU legislation mentioned in clauses (ii) and (iii) of this paragraph; and all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations and EU legislation mentioned in clauses (ii), (iii) and (v) of this paragraph (vi) the Australian Privacy Act 1988 (Cth), including the Australian Privacy Principles and any legally binding guidelines, frameworks, rules or other relevant materials issued from time to time by the Office of the Australian Information Commissioner, and any Australian state privacy laws currently in effect or as may become effective in the future, and as amended from time to time
8. "Enterprise Membership Letter" means, if you are an Enterprise Member, the letter agreement executed by the parties which references and supplements these Terms, and in some instances may vary these Terms for your purchase of the Service. The terms of your Enterprise Membership Letter are hereby incorporated by reference and form a part of these Terms and by executing the Enterprise Membership Letter you are also accepting these terms and conditions. In the event of any conflict between these terms and conditions and your Enterprise Membership Letter, the terms of the Enterprise Membership Letter will govern and control.
9. "Membership Fee" means the fee payable to receive access to the Service. Our current Membership Fees are set out on our Website, unless varied by an Enterprise Membership Letter.
10. "Membership Term" means the duration of your subscription to the Service, which renews automatically in accordance with clause 3.2.
11. "Normal Business Hours" means 8.00 am to 6.00 pm in the local time where you are located, each Business Day.
12. " Members" means Standard Members and Enterprise Members who pay a Membership Fee to receive access to the Service. All other users are those receiving a limited duration free trial, and are not yet Members.
13. "Renewal Period" has the meaning given in clause 3.2.
14. "Service" means the services provided by us to you under these Terms via our Website and the Breedr platform (including the Breedr Software). The features of the Service which are available to you will vary depending on whether you are a Standard Member or Enterprise Member, and your level of membership. Further details on the features of the Service are available on our Website and (if applicable) in your Enterprise Membership Letter.
15. "Software" means the Breedr online software applications provided by us as part of the Service.
16. "Term" means:
1. for Members, your Membership Term; and
2. for all other users (i.e. users of a limited free trial), until such time as you or we terminate your access to the Service.
17. "Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
18. 'Website" means www.breedr.co or such other web address as we notify you from time to time.
2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.
5. A reference to a statute or statutory provision shall include all subordinate legislation made as of the date of these Terms under that statute or statutory provision.
6. A reference to writing or written material excludes fax but includes e-mail. 7. References to clauses are to the clauses of these Terms, unless otherwise stated.
8. Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. Duration
1. These Terms take effect on the earlier of:
1. your access to the Service; and
2. (if applicable) the commencement of your Membership Term,
and shall continue for the Term unless terminated earlier in accordance with these Terms.
2. If you are a Member then your Membership Term will extend automatically for successive one (1) year periods unless another period is stated in your Enterprise Membership Letter (each a "Renewal Period") unless:
1. being a Standard Member, you give us thirty (30) days’ written notice to terminate, such notice to take effect at the end of the current Membership Term or Renewal Period (as applicable); or
2. being an Enterprise Member, you give us three (3) months’ written notice to terminate unless another notice period is set out in your Enterprise Membership Letter.
4. Access to the Service
1. Subject to clause 4.3 and your continued compliance with these Terms, we hereby grant to you a non-exclusive, non-transferable, revocable right, without the right to grant sublicences, to permit your Authorized Users to use the Service during the Term solely for your internal business operations.
2. Certain features of the Service are only available to Enterprise Members. Please refer to our Website for a description of the Service features available at each membership level. You can upgrade your membership level at any time using our Website, the Breedr app, or by contacting us at sales@breedr.co.
3. The rights provided under clause 4.1 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours without our prior express written agreement signed by our authorized representative. If you require access for a company within your corporate group then we would be pleased to discuss these requirements with you.
5. Our obligations
1. We will provide the Service to you, on and subject to these Terms.
2. We undertake that the Service will be performed substantially in accordance with the specification applicable to your level of membership, and with reasonable skill and care, save to the extent that any non-conformance is caused by your use of the Service contrary to these Terms, our instructions, or modification or alteration of the Service by any party other than us (or our duly authorized contractors or agents).
3. If the Service does not conform to the undertaking in clause 5.2 then, at our expense, we will use commercially reasonable efforts to promptly correct the non-conformance, or provide you with an alternative means of accomplishing the desired performance or terminate your access to the Service and provide a pro-rata refund of any prepaid Membership Fees for your
current subscription. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 5.2.
4. We shall use commercially reasonable efforts to make the Service available twenty four (24) hours a day, seven (7) days a week, except for:
1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time;
2. unplanned non-critical maintenance where we have given you at least six (6) Normal Business Hours' notice in advance; and
3. critical maintenance where it is not commercially reasonable to give you at least six (6) Normal Business Hours' notice in advance.
5. We will, as part of the Service, provide you access to our online technical support documentation (“Documentation”) and our online web chat support service during Normal Business Hours. We may amend these support services at our sole and absolute discretion from time to time. You can purchase enhanced support services from us separately, please contact us at sales@breedr.co.
6. We do not warrant that:
1. your use of the Service will be uninterrupted or error-free; or
2. the Service and/or the information obtained by you through the Service will meet your requirements.
7. We are 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 you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. These terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
9. We warrant that we have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under these terms.
6. Your obligations
1. You shall:
1. provide us with:
1. all necessary cooperation in relation to these Terms; and
2. all necessary access to such information as may be required by us,
in order to provide the Service and all other obligations of us hereunder, including but not limited to Customer Data, security access information and configuration services;
2. without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under these terms, including in your provision, use and processing of Customer Data through and related to the Service;
3. carry out your other responsibilities set out in These terms in a timely and efficient manner. If you delay in providing assistance to us then we may adjust any agreed timetable or delivery schedule as reasonably necessary and will not be liable for doing so;
4. ensure that your Authorized Users use the Service in accordance with these terms. You are responsible for any Authorized User’s breach of these terms;
5. obtain and maintain all necessary licenses, consents, and permissions necessary for you and your Authorized Users to perform your obligations and exercise your rights under these Terms. Further, you represent and warrant that you have all rights, permissions, consents and approvals necessary to provide us with the Customer Data and our use of the Customer Data in accordance with the Terms will not infringe, misappropriate or otherwise violate any intellectual property or proprietary rights of any third party;
6. access and use the Service, and information or data provided via the Service, for your internal business operations only. For the avoidance of doubt, you must not extract, share, sell or distribute any information or data obtained from the Service unless expressly permitted by these Terms;
7. ensure that your network and systems comply with the relevant specifications provided by us from time to time;
8. be, to the extent permitted by applicable law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
9. ensure all Customer Data is lawful, reliable, accurate and up to date.
7. Restrictions on your use of the Service
1. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing, misappropriating, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability;
6. is otherwise illegal or causes damage or injury to any person or property; or
7. otherwise contravenes any conduct rules published on our Website or within the Software, as may be updated from time to time,
and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause.
2. You shall not, directly or indirectly, or permit others to:
1. deliberately or negligently submit or distribute false, misleading or inaccurate Customer Data using the Service;
2. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable), or any other features of the Service, in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3. access all or any part of the Service or Documentation made available by us, or any data or information made available to you through the Service, in order to build a product or service which competes with the Service; or
4. use the Service or Documentation made available by us to provide services to third parties without our prior express agreement; or
5. subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except your Authorized Users, or
6. attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under these Terms; or
7. introduce or permit the introduction of, any Virus into our network and information systems; or
8. remove any proprietary notices from the Services or Documentation; or
9. use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. You shall use all commercially reasonable efforts to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, notify us immediately.
8. Charges and payment
1. If you are a Standard Member you shall pay us the Membership Fee in accordance with this clause 8. If you are an Enterprise Member, you shall pay us in accordance with the terms of your Enterprise Membership Letter.
2. You shall pay your Membership Fee by way of direct debit or credit card or such other method as we agree with you at the point of your registration. Standard Members' Membership Fees are payable annually in advance. Enterprise Members' Membership Fees are payable monthly in advance.
3. We may increase the Membership Fee upon giving thirty (30) days' prior notice to you but no more than once annually.
4. All amounts and fees stated or referred to in these Terms:
1. shall, unless otherwise indicated, be payable in: USD if you are located in the US, pounds sterling if you are located in the UK, and AUD if you are located in Australia;
2. are, subject to any other explicit terms herein, non-cancellable and non-refundable;
3. are exclusive of value added tax and any other tax payments (other than taxes owed on our income), which taxes shall be added to our invoice at the appropriate rate.
5. If we have not received payment of any sums due from you within thirty (30) days after the due date, and without prejudice to any other rights and remedies we have:
1. we may, without liability to you, disable your access to all or part of the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to the lower of: (a) four percent (4%) over the then current base lending rate of HSBC from time to time, and (b) the highest rate permitted under applicable law, commencing on the due date and continuing until fully paid, whether before or after judgment.
11. Proprietary rights
1. You acknowledge and agree that we and/or our licensors own all rights, title and interest, including all intellectual property rights, in and to the Service and Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service.
2. We confirm that we have all the rights in relation to the Service that are necessary to grant all the rights we purport to grant to you under these Terms.
12. Confidentiality
1. Each party may be given access to Confidential Information from the other party in order to perform its obligations and exercise its rights under these Terms. Our Confidential Information includes all information made available to you through the Service which does not fall within the scope of clause 12.2 and which is not Customer Data.
2. A party's Confidential Information shall not be deemed to include information that:
1. is or becomes publicly known other than through any breach of these Terms of the receiving party;
2. was in the other party's lawful possession without confidentiality obligations before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.
3. Subject to clause 12.2, you and we each agree to hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than to perform obligations and exercise the rights set forth in these Terms (which on our part, includes the provision of the Services).
4. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms and using the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care.
5. Each party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much prior written notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.5, it takes into account the reasonable requests of the other party in relation to efforts to limit the required disclosure. If receiving party remains required to disclose Confidential Information, it shall only disclose the amount of Confidential Information that is legally required to be disclosed.
6. We acknowledge that Customer Data is your Confidential Information.
7. Please be aware that you may receive access to other users' Confidential Information, or grant access to your Confidential Information to other users, through the Service. This typically includes information relating to tracked livestock and may give rise to separate duties of confidentiality between you and that other user. You hereby agree to respect that duty of confidentiality.
8. Except as explicitly provided herein, each party owns all rights, title and interest in and to its Confidential Information and all intellectual property rights therein.
9. The above provisions of this clause 12 shall survive termination of these terms, however arising.
13. Indemnity
1. You shall defend, indemnify and hold us and our affiliates, directors, officers, employees and agents harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) your gross negligence or willful misconduct; (ii) your breach of any representations, warranties or covenants contained herein; (iii) any of your Sales Agreements or any negotiations or related actions leading thereto; or (iv) your use of the Service, provided in any event that:
1. we give you prompt notice of any such claim (but failure to give such notice promptly will not relieve you of your indemnification obligations hereunder except to the extent you are actually prejudiced by the delay);
2. we provide reasonably requested co-operation to you in the defense and settlement of such claim, at your expense; and
3. you are given sole authority to defend or settle the claim provided that you may not settle a claim without our consent if such settlement would result in obligations on or an admission of liability by us.
2. We shall defend you, your officers, directors and employees against any third party claim that your use of the Service in accordance with these terms infringes any patent effective as of the effective date of these Terms, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
1. you give us prompt notice of any such claim (but failure to give such notice promptly will not relieve us of our indemnification obligations hereunder except to the extent we are actually prejudiced by the delay);
2. you provide reasonable co-operation to us in the defense and settlement of such claim, at our expense; and
3. we are given sole authority to defend or settle the claim.
3. In the defense or settlement of any claim subject to Section 13.2, we may, at our discretion, procure the right for you to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on two (2) Business Days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
4. In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
1. a modification of the Service by anyone other than us; or
2. your use of the Service in a manner contrary to our instructions to you or these Terms; or
3. your use of the Service after notice of the alleged or actual infringement from us or any appropriate authority.
5. This clause 13, which is subject to clause 14, states your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement, misappropriation or other violation by the Service of any patent, copyright, trademark, database right or right of confidentiality.
14. Limitation of liability
1. Except as expressly and specifically provided in these Terms:
1. you assume sole responsibility for results obtained from your use of the Service, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction, or by any information you receive from another user of the Service;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms, including without limitation any warranties of
merchantability, fitness for a particular purpose, title, and all warranties arising from course of dealing, usage or trade practice. We make no representations or warranties that the Service or your results from use thereof, will meet your or any other person’s requirements, operate without interruption, achieve any intended results, be compatible or work with any other software, system or other services, or be secure, accurate, complete, free of Viruses, or error free;
3. the Service are provided to you on an “as is” basis; and
4. we accept no liability whatsoever or howsoever caused arising from any Sale Agreement.
2. Nothing in these Terms excludes our liability for:
1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot be limited under applicable law.
3. Subject to clause 14.1 and clause 14.2:
1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or
information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms ; and
2. our total aggregate liability (including in respect of the indemnity at clause 13.2, provided however if you are located in Australia then this clause will not apply to the indemnity at clause 13.2) under any legal or equitable theory, including breach of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to:
1. one hundred and ten percent (110%) of the total Membership Fees and Transaction Service Fees paid during the twelve (12) months immediately preceding the date on which the claim arose; or
2. if you have not been a Premium Member in any of the twelve (12) months preceding the date of the claim arising, the greater of:
1. 110% of Transaction Service Fees received from you in the preceding twelve (12) months; and
2. five thousand pounds (£5,000) or an equivalent amount when converted at the prevailing rate when the liability arises in the currency where the customer is located.
15. Termination
1. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified in writing to do so;
3. the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
4. the other party (i) 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; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; (v) if such party is in the UK, (A) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (B) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (vi) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen (14) days; or (vii) 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 the events mentioned in this clause
2. On termination of these Terms for any reason:
1. all licenses granted to you under these Terms shall immediately terminate and you shall immediately cease all use of the Service;
2. you shall return and make no further use of any property, Documentation and other items (and all copies of them) belonging to us;
3. subject to clause 15.2.4, we may destroy or otherwise dispose of any of Customer Data in our possession unless we receive, no later than ten (10) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of Customer Data. We shall use commercially reasonably efforts to deliver the back-up Customer Data to you within thirty (30) days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). If these Terms are terminated by you, You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data;
4. you agree that our right to anonymize, aggregate and retain Customer Data set out in clause 16.3 below remains unaffected and shall survive termination for any reason; and
5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including all payment obligations and the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination shall not be affected or prejudiced.
16. Customer Data
1. You are solely responsible for ensuring that all Customer Data is lawful, reliable, accurate and up to date. Each time Customer Data is inputted into the Service, you warrant your compliance with this clause 16.1.
2. You hereby irrevocably license to us the worldwide right to use of your Customer Data in order for us to improve upon and provide the Service and fulfill any other obligations or exercise the rights herein and otherwise use in the course of our business.
3. You agree that we are permitted to aggregate and retain anonymized versions of Customer Data for our own purposes (such as but not limited to benchmarking and analytics purposes) provided that such Customer Data is anonymized at the point of aggregation (at which point it ceases to be Customer Data, and is considered “Aggregated Data”) and that at no time do we attempt to re-identify any such Aggregated Data in the future. This is necessary in order to provide the Service and to enhance your experience when using the Service (including the Software). You acknowledge and agree that we own all rights, title and interest in and to all Aggregated Data, including all intellectual property rights therein.
4. We shall take commercially reasonable steps to archive Customer Data during the Term. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use commercially reasonable efforts to restore the lost or damaged Customer Data from the latest back-up maintained by us in accordance with our archiving
procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up for which we shall remain fully liable under clause 16.10).
5. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6. You and we acknowledge that:
1. if we process any personal data on your behalf when performing our obligations under these Terms, you are the controller and we are the processor for the purposes of the applicable Data Protection Legislation;
2. clause 16.12 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject; and
3. in accordance with clause 16.8.2, the personal data may be transferred or stored outside the EEA or the country where you and your Authorized Users are located in order to carry out the Service and our other obligations under these Terms.
7. Without prejudice to the generality of clause 16.5, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf.
8. Without prejudice to the generality of clause 16.5, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under these Terms:
1. process that personal data only on your documented written instructions unless we are required to process that personal data by (for so long as and to the extent that they apply to the provider of the data) the laws of any member of the European Union, the laws of the European Union, and/or Domestic UK Law (whereby "Domestic UK Law" means the UK Data Protection Legislation and any other law that applies in the UK) ("Applicable Laws"). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
2. to the extent required by applicable Data Protection Legislation, not transfer any personal data outside of the European Economic Area and the United Kingdom, or for personal data collected in Australia, not transfer such personal data outside of Australia, unless the following conditions are fulfilled:
1. we have provided appropriate safeguards in relation to the transfer;
2. we comply with our obligations under the applicable Data Protection Legislation, including by providing an adequate level of protection to any personal data that is transferred; and
3. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
3. as data processor assist you (as the ultimate data controller), at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4. notify you without undue delay on becoming aware of a personal data breach;
5. at your written direction, delete or return personal data and copies thereof to you on termination of the Terms unless required by applicable Data Protection Legislation to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
6. maintain complete and accurate records and information to demonstrate our compliance with this clause 16 and immediately inform you if, in our opinion, an instruction infringes the applicable Data Protection Legislation.
9. Each party shall ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it).
10. You hereby consent to us appointing the parties listed on our Website from time to time at [link] as third-party processors of personal data under these terms. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which we confirm reflect and will continue to reflect the requirements of the applicable Data Protection Legislation. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 16.10.
11. Either party may, at any time on not less than thirty (30) days' notice, revise this clause 16 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these terms).
12. Processing of personal data by us
1. Scope - As specified by these Terms.
2. Nature - Processing necessary for the provision of the Service, including features which allow you to share your personal data with other users.
3. Purpose of processing - To provide the Service, including the Software and related functionality.
4. Duration of the processing - For the Term, subject to any overriding requirements for us to process the data for a longer period for administrative, compliance or audit purposes.
5. Types of personal data - Names, addresses and contact information, payment information such as bank details, plus any personal data incidentally disclosed by you (including in communications with other users).
6. Categories of data subject - Primarily staff and representatives of your business.
17. Force majeure
We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that we notify you of such an event and its expected duration.
18. Conflict
If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these terms shall prevail.
19. Variation
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives, if applicable).
20. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
22. Severance
1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
2. If any provision or part-provision of these Terms is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
23. Entire agreement
1. These Terms (plus our app EULA, Enterprise Membership Letter and any written agreement executed by authorized representatives of each party for enhanced support services) constitute the entire agreement between you and us, and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to their subject matter.
2. Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
24. Assignment
1. You shall not, without our prior written consent, assign, transfer, charge, or sub-contract all or any of your rights or obligations under these Terms.
2. We may at any time assign, transfer, charge, or sub-contract all or any of our rights or obligations under these Terms provided that we give you thirty (30) days written notice.
25. No partnership or agency
Except as provided in clause 5.10, nothing in these terms is intended to or shall operate to create a partnership between you and us, or authorize either party to act as agent for the other, and neither you nor we shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
26. Third party rights
These Terms do not confer any rights on any person or party (other than you, us and, where applicable, your and our respective successors and permitted assignees).
27. Notices
1. Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address or principal place of business. Notices may also be sent by email:
1. to us at legal@breedrco; and
2. to you at the email address you have nominated at the point of registration for service of notices or as otherwise notified to us from time to time at legal@breedr.co.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause "business hours" means 9:00 am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
28. Governing law
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with: (A) the law of England and Wales if you are located in the UK; (B) the laws of the State of Texas, United States if you are located in the US; and (C) [the laws of Australia if you are located in Australia].
29. Jurisdiction
The parties irrevocably agree that the following courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims): (A) the courts of England and Wales if
you are located in the UK; (B) the state and federal courts located in Austin, Texas, United States if you are located in the US; and (C) the courts of Australia if you are located in Australia].
30. Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Service or any Customer Data outside the US.