Version 2.0 | Effective 21 September 2026
THIS AGREEMENT APPLIES TO ALL USE OF, INCLUDING ANY FREE OR PAID USER SUBSCRIPTIONS TO, THE SQUIRREL365 PRODUCT and is dated, as between you the Customer and us the Supplier, as of the date that your PAID LICENCE or FREE Subscription commences. The term of your individual User Subscription will commence on the date set out in the Order Confirmation or other receipt/acknowledgement that we send in order to activate your User Subscription.
By confirming your User Subscription or clicking accept during the installation or set-up process, you are acting as a representative of your business or principal and you agree on behalf of the business making use of the Services set out herein to be bound by the following Terms of Use and other terms as expressly incorporated by reference herein below which shall continue to apply to your use of the Software and our other Services at all times unless expressly stated to the contrary.
* ON COMPLETION OF THE APPLICABLE SET-UP AND/OR INSTALLATION OF THE SQUIRREL365 DESIGNER, OR ANY OTHER APPLICABLE SQUIRREL365 PRODUCT, BY CLICKING THE “ACCEPT” BUTTON YOU THEREBY AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU, YOUR BUSINESS AND YOUR CO-USERS.
* THE TERMS OF THE LICENCE INCLUDE, IN PARTICULAR, DIFFERENT LIMITATIONS ON LIABILITY FOR FREE AND PAID LICENCES. FREE LICENCES ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER.
* IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, THE SOFTWARE WILL NOT BE AVAILABLE FOR USE AND YOU MAY NOT DOWNLOAD OR STREAM OR IN ANY OTHER WAY ACCESS THE SOFTWARE OR DOCUMENTS INCLUDING BUT NOT LIMITED TO ANY SQUIRREL365 PRODUCT.
(1) InfoSol Limited (trading as “Squirrel365”) incorporated and registered in England and Wales with company number 08147523 whose registered office is at B1 Vantage Park, Old Gloucester Road, Hambrook, Bristol, BS16 1GW, UK (the Supplier);
(2) You, the customer as named in the Order Confirmation that we send to you (the Customer).
(A) The Supplier has developed certain software applications and platforms advertised under the product name “Squirrel365” which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of improving the commercial presentation of data by the use of visual aids.
(B) The Customer wishes to use the Supplier’s Services in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s Services subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
“Agent Action” means any action performed by the AI Agent within a Project, including the creation, modification, arrangement or deletion of Project elements, data or configuration.
“AI Access Token” means a digital access credential generated by the primary account holder of an AI Query Builder bolt-on Subscription, which may be distributed to other individuals to enable them to access the AI Query Builder and draw from the associated Credits allowance, subject to the conditions set out in this agreement.
“AI Agent” (also referred to commercially as “Tufty”) means the AI-powered agent within the Licensed Software (including the Squirrel365 Designer) which, in response to natural-language instructions submitted by a user, generates content and performs actions to create, modify, arrange or delete elements of a Project on the user’s behalf, as further described in the Documentation.
“AI Output” means any output produced by the AI Services, including (without limitation) SQL queries generated by the AI Query Builder, and any content generated by, or Agent Action performed by, the AI Agent.
“AI Provider” means any third-party provider of artificial intelligence or large language model inference services used by the Supplier to power any of the AI Services, as identified from time to time on the Supplier’s sub-processor page in accordance with clause 5.9A.
“Approved AI Provider” has the meaning given in clause 5.9A, and includes the specific service, tier or endpoint identified for that provider on the Supplier’s sub-processor page.
“AI Query Builder” means the AI-powered feature, available as a separately purchased bolt-on Subscription, which enables users to submit natural-language questions and receive automatically generated SQL query outputs in response, as further described in the Documentation.
“AI Services” means, collectively, the AI Agent (Tufty) and the AI Query Builder, together with any other artificial-intelligence-powered feature the Supplier makes available as part of the Services from time to time.
Authorised Users: those individual and distinct sole traders, partners, named employees, agents or independent contractors of the Customer who are individually authorised by the Customer to use the Services and the Documentation, as further described in clause 2.4.
Business Day: a day other than a Saturday, Sunday or public holiday in England; a day when banks in London are open for business.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
CPU: means the central processing unit of a computing device able to run or execute the programs and/or functions, or part thereof, generally constituting the Software.
“Credits” means the allowance of AI Services requests allocated in respect of a feature, as specified in the applicable Order Confirmation, comprising any standard allowance included with the relevant Subscription tier and any additional or bolt-on Credits purchased by the Customer. Credits allowances differ by feature and by Subscription tier, and a Credits allowance for one AI Service does not confer any entitlement to use another. Credits are consumed on a per-request basis and, unless expressly stated otherwise in the Order Confirmation, are non-cumulative and shall not roll over to any subsequent period.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Documentation: the documents, manuals, guides and the like made available to the Customer by the Supplier online via https://squirrel365.io/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Draft Project: any Project created by any user that is not a Live Project.
Effective Date: the date of this agreement.
Free Licence: means a Subscription that is not a Paid Licence.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 2018/506), all as amended or updated from time to time.
Initial Subscription Term: the initial term of the Subscription as set out in the Order Confirmation.
Licensed Software: means the part(s) of the Software that are downloadable onto the Customer’s Systems. This includes but is not limited to the Squirrel365 Designer product.
Live Project: is a published Project that has been moved to Live and accessible to viewers.
Customised viewer: a viewer who accesses one or more Live Projects where there is a mechanism, either manual or automatic, to identify specific users or specific groups of users and these details are used to load or present customised data or to save identified data from the Project.
Standard viewer: a viewer who does not access any Live Projects where there is a mechanism, either manual or automatic, to identify specific users or specific groups of users and these details are used to load or present customised data or to save identified data from the Project.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order Confirmation: means either the confirmation email or receipt we send to you following a placement of an order for either a Paid Licence or Free Licence by you for our Services including for any Renewal Period following our receipt of payment from you. The Order Confirmation may contain information you need to activate the Subscription and it will set out the Subscription Term and usage limits applicable to your order.
Paid Licence: means a Subscription that is not a Free Licence.
“Private Data” means any part of a Project’s data state (including the embedded spreadsheet layer) that the Customer or an Authorised User has designated as private using the controls made available within the Licensed Software, with the effect that such data is withheld from, and not transmitted to, the AI Provider.
Project: is the published viewable content of the Squirrel Software. Project can have one of two states. A Project can only ever be either in a Draft or Live state. A Project can move from Draft state to Live state and from Live state to Draft state.
“Project Content” means the structure, layout, configuration, formulas and data state of a Project (including the embedded spreadsheet layer and the data values within it), but expressly excluding any Private Data for the purposes of processing by the AI Services.
Renewal Period: the period described in clause 14.1.
“Schema Data” means database schema metadata submitted as part of an AI Query Builder request, including (without limitation) table names, field names, column data types, key constraints and relational structures, for the purpose of generating a query. Schema Data expressly excludes any underlying data records or data values.
Services: the subscription services provided by the Supplier to the Customer under this agreement via https://squirrel365.io/ or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation or any offline or downloadable version or other similar copy of the Services or the Software.
Software: the Squirrel365 computer software, the data supplied with the software, and the associated media and any add-ons developed from time to time provided by the Supplier as part of the Services and, additionally, shall be interpreted as including a reference to the Licensed Software except where expressly stated to the contrary.
Subscription: refers to either a Free Licence or a Paid Licence relating to the Licensed Software, as set out in the Order Confirmation.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Order Confirmation or the receipt attached or expressly referred to in that Order Confirmation.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services: the standard customer support services provided by the Supplier in relation to the Software and/or Services, as described in clause 4.3, together with any bespoke support arrangements for the Software and/or Services that the parties may agree in writing from time to time.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement on a single CPU.
Virus: anything 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 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.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes email but not faxes.
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2.1 Subject to the Customer procuring a Paid Licence in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit each Authorised User to use the Services and the Documentation during the Subscription Term solely:
(a) for the Customer’s internal business operations; and
(b) on up to a total of (3) three registered Devices per Authorised User, unless otherwise stated in the Order Confirmation; and
(c) up to the total number of Live Projects set out in the Order Confirmation; and
(d) for unlimited standard viewers; and
(e) for the number of customised viewers set out in the Order Confirmation.
2.2 Where the Customer has subscribed to a Free version of the Services, subject to the Customer’s acceptance of the restrictions set out in this agreement:
(a) the Supplier grants to the Customer a limited, revocable, non-exclusive, non-transferable right, without the right to grant sub-licences to make use of the Services and Documentation solely for its own internal business purposes:
(i) subject to any cap, limitation or other disabling of functionality the Supplier determines from time to time as being in its commercial interest to introduce into the Free Software;
(ii) to use Software and Documentation on one (1) Central Processing Unit at a time (i.e. one (1) concurrent Authorised User); and
(iii) to make a single back-up copy of the Software, if strictly required; and
(iv) up to the total number of Live Projects set out in the Order Confirmation; and
(v) subject to the disk space restrictions set out in the Order Confirmation; and
(vi) for unlimited standard viewers up to an aggregate number of views per month set out in the Order Confirmation; and
(vii) no customised viewers.
(b) all warranties set out in this agreement or otherwise implied by law are excluded to the fullest extent legally possible and the Services are instead provided on an “as-is” basis;
2.3 The Supplier may revoke and terminate any Free Licence with immediate effect at any time, acting at its sole discretion and with or without notice to the Customer, without any liability to the Customer for any loss arising from such termination.
2.4 In relation to the Authorised Users, the Customer undertakes that:
(a) each Authorised User shall use one (1) device to make use of the Software and Documentation, which shall be fixed and may not be amended or changed without the Supplier’s prior written approval.
(b) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions or other applicable usage limitations associated with the relevant Subscription from time to time;
(c) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation and the Customer shall take appropriate steps to disable passwords/access to ensure this has occurred;
(d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than in accordance with the Customer’s own password and information security policy standards and that each Authorised User shall keep their password confidential;
(e) it shall maintain a written, up-to-date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times in the event that the Supplier reasonably requires such information to audit the Customer’s compliance with the terms of this agreement;
(f) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised User, and to inspect the Customer’s data processing facilities in order to verify compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(g) if any of the audits referred to in clause 2.4(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(h) if any of the audits referred to in clause 2.4(f) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out on the Supplier’s website for the relevant Services, notwithstanding any discount set out or otherwise included in the Order Confirmation, within 10 Business Days of the date of the relevant audit.
2.5 Notwithstanding any other provision or agreement to the contrary, the Customer shall not ever be permitted to access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
(f) is, in the reasonable opinion of the Supplier, a breach of any contract or policy applicable to the Services, including but not limited to any community rules or Acceptable Use terms which may be imposed by the Supplier from time to time by publication on its website or as otherwise supplied alongside the Services or notified to the Customer in writing from time to time; or
(g) is otherwise illegal or causes or is likely to cause damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights in relation to the Customer, to disable the Customer’s access, or any third party access, to any material that breaches the provisions of this clause.
2.6 The Customer shall not:
(a) 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 this agreement:
(i) 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) in any form or media or by any means; or
(ii) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(iii) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(iv) is not unnecessarily disclosed or communicated without our prior written consent to any third party;
(v) is not used to create any software which is substantially similar to the Software; and
(vi) is not used to create any program intended to circumvent or defeat any technological prevention measures used to manage our rights which may be included in the Software or Documentation; or
(b) make any attempt to circumvent, remove or otherwise frustrate the function of any Technological Prevention Measures (TPMs) included within the Services;
(c) make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(e) use the Services and/or Documentation to provide services to third parties; or
(f) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(g) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(h) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.8 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.9 Nothing in this clause shall prevent the Customer from making use of the Services for its own business purposes in order to produce an output, distinct and separable from the Services themselves, which the Customer may then share with its own prospects, customers, staff and other third parties (“Viewers”) with whom it interacts naturally for its own business purposes. The number of Viewers shall be unlimited.
2.10 For the avoidance of any doubt the Customer may not provide services to its own customers which are similar to the Services in any way and may not act, for example, as a service bureau, reseller or similar in relation to the Services.
2.11 Breach of any provision of this clause 2 shall be considered a material breach of this agreement by the Customer, in addition and without limitation or prejudice to any other material term of this agreement, which may entitle the Supplier to seek damages in the form of monetary compensation from the Customer to reflect any loss, prospective or otherwise, suffered or likely to be suffered by the Supplier as a result of such breach.
2.12 The AI Services are subject to Credits as set out in the applicable Order Confirmation. Credits allowances differ by feature and by Subscription tier. The Supplier shall have no obligation to provide AI Services functionality in excess of the applicable Credits allowance in any given period, and, unless expressly agreed otherwise in writing by the Supplier, Credits are non-cumulative and shall not accrue or roll over between periods.
2.13 The AI Agent is made available with all Subscriptions, including Free Licences, subject to the standard Credits allowance for the relevant Subscription tier as set out in the applicable Order Confirmation. The Customer may purchase additional Credits in accordance with clause 3. Access to the AI Agent is granted on a per-Authorised-User basis, and each Authorised User’s use of the AI Agent draws from the Credits allowance associated with the relevant Subscription.
2.14 The AI Query Builder is a separately purchased paid bolt-on to a Paid Licence, available under the tiered pricing set out in the applicable Order Confirmation. It is not included with any Free Licence, and no Free Licence or standard Subscription Credits apply to it; the only Credits available for the AI Query Builder are those purchased specifically for the bolt-on.
2.15 Upon activation of an AI Query Builder bolt-on, the primary account holder may generate one or more AI Access Tokens in order to distribute the bolt-on’s Credits allowance across individuals. The Customer shall be solely responsible for the secure distribution and management of any AI Access Token it generates, shall ensure that AI Access Tokens are only distributed to individuals authorised under this agreement or otherwise expressly authorised in writing by the Customer, and shall promptly revoke any AI Access Token where access is no longer appropriate. The Supplier shall have no liability for any use of the AI Query Builder made prior to such revocation to the extent that such use results from the Customer’s failure to properly manage or revoke the applicable AI Access Token.
2.16 The Customer shall be responsible for all use of the AI Services, and all Credits consumed, whether by its Authorised Users (in the case of the AI Agent) or by any individual to whom it distributes an AI Access Token (in the case of the AI Query Builder).
2.17 Where the Customer accesses the AI Agent under a Free Licence, the provisions of clause 2.2 (including the “as-is” basis and exclusion of warranties) and clause 13.4 continue to apply to that use in addition to the provisions of clause 6A.
2.18 The restrictions on content set out in clause 2.5 apply to all natural-language instructions, questions and other inputs submitted by any user to the AI Services.
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the relevant Order Confirmation and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, or to upgrade from a Free Licence to a Paid Licence, the Customer shall notify the Supplier in writing either by email request or by completing the relevant online form made available to the Customer from time to time. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall amend the applicable Subscription(s) within a reasonable amount of time of its approval of the Customer’s request.
3.3 If the Supplier approves the Customer’s request to amend or upgrade a Subscription, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional charges as are set out in the Order Confirmation relating to that amended Subscription.
3.4 The Supplier may grant to the Customer an expanded or upgraded licence to use the Services, if expressly agreed in writing with the Supplier in each case. Where such an expansion or upgrade to the licence is agreed, it shall be recorded as a variation to this agreement and shall take precedence over the standard licensing terms set out herein. The Supplier will expressly set out the scope of any expanded or upgraded licence and confirm the parameters of that new Subscription in a revised Order Confirmation to the Customer where applicable.
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 Other than in relation to any Free Licence, the Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of between 12.00 am and 5.00 am UK time each Wednesday; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 hours’ notice in advance;
4.3 Other than in relation to any Free Licence, the Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours. The scope, channels and response practices for those support services shall be determined by the Supplier acting reasonably. The Customer may purchase enhanced support services separately at the Supplier’s then-current rates by separate agreement with the Supplier.
4.4 Other than in relation to any Free Licence, without prejudice to any material breach of this agreement, the Customer’s sole and exclusive remedy for any failure or unavailability of the Services shall be for the Supplier to use reasonable commercial endeavours to fix, repair or replace the affected Services within a reasonable time of becoming aware of, or being notified of, the failure or unavailability.
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 Excluding any Free Licence, the Supplier shall use reasonable endeavours to ensure that its hosting services provider follows its archiving procedures for Customer Data as described in its back-up policy, as such document may be amended by the Supplier from time to time in accordance with clause 17 “Back-Up Policy”. Unless otherwise notified, the Back-Up Policy shall include rolling mirrors taken once every 24 hours which shall be kept according to rolling 30 day retention cycle. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier 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 the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.9). The Customer accepts that it should take regular back-ups of its own data should it wish to guard against the potential loss of up to 24 hours of its data.
5.3 The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://squirrel365.io/privacy-policy/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in accordance with clause 17.
5.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation.
(b) the Privacy Policy sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement.
5.6 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.
5.7 Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8 Each party shall ensure that it has in place appropriate technical and organisational measures, details of which shall be provided upon request, to protect against unauthorised 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 unauthorised 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, pseudonymising 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 organisational measures adopted by it).
5.9 The Customer consents to the Supplier appointing hosting services and other IT security services providers as third-party sub-processors of personal data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement either on that third party’s own terms or another agreement incorporating terms which are substantially similar to those set out in this clause 5 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party sub-processor appointed by it pursuant to this clause 5. The Supplier shall keep and maintain a list of any applicable sub-processors available to the Customer upon written request.
5.9A In addition to the sub-processors referred to in clause 5.9, the Customer gives its prior specific authorisation to the appointment of each of the AI Providers listed as an Approved AI Provider on the Supplier’s sub-processor page at https://squirrel365.io/sub-processors/ (or such other address as the Supplier may notify from time to time), in each case in respect of the service, tier or endpoint identified for that provider on that page, as a sub-processor of personal data for the purposes of providing the AI Services. The Customer acknowledges and agrees that:
(a) the Supplier may route requests made through the AI Services to any Approved AI Provider, and may change the Approved AI Provider used for any request or category of request, at any time and without notice to or further authorisation from the Customer, and such routing shall not constitute the addition or replacement of a sub-processor for the purposes of clause 5.9 or Article 28 of the UK GDPR;
(b) the Supplier shall not route requests to any provider that is not an Approved AI Provider at the time of routing, or to any service, tier or endpoint of an Approved AI Provider other than that identified for it on the sub-processor page;
(c) before adding any provider to the list of Approved AI Providers, the Supplier shall have entered into a written agreement with that provider imposing data protection obligations substantially similar to those set out in this clause 5, shall have satisfied itself that the provider’s terms, as they apply to the service, tier or endpoint to be used, prohibit the use of data transmitted through the AI Services to train, adapt or otherwise improve any AI model and that the Supplier has not enrolled in any programme that would permit such use, and shall have put in place an appropriate transfer mechanism for any transfer of personal data outside the United Kingdom or the European Economic Area;
(d) the Supplier shall give the Customer not less than 28 days’ notice before adding a provider to the list of Approved AI Providers, during which period the Customer may object in accordance with clause 5.9B; and
(e) the Supplier may remove a provider from the list of Approved AI Providers at any time and without notice.
5.9B Where the Supplier gives notice under clause 5.9A(d) of its intention to add a provider to the list of Approved AI Providers, the Customer may object to that addition on reasonable data protection grounds by written notice to the Supplier before the date on which the addition is to take effect. Where the Customer objects, the parties shall discuss the objection in good faith, and if the objection is not resolved within 28 days the Supplier may, at its option:
(a) refrain from routing that Customer’s requests to the provider objected to;
(b) suspend the affected AI Service in respect of that Customer, in which case the Supplier shall refund a pro-rata portion of any fees paid in advance and attributable to that AI Service in respect of the period of suspension; or
(c) terminate the affected AI Service in respect of that Customer on 28 days’ written notice, with a pro-rata refund of any fees paid in advance and attributable to that AI Service.
An objection under this clause 5.9B does not entitle the Customer to terminate any other part of this agreement or to withhold any fees other than as expressly provided above.
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
6.1 Squirrel365’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
6A.1 The AI Services are powered by third-party AI Providers. The AI Provider or Providers currently used, and the full list of Approved AI Providers, are identified on the Supplier’s sub-processor page at https://squirrel365.io/sub-processors/ (or such other address as the Supplier may notify from time to time), as such page may be updated from time to time in accordance with clause 5.9A. The Supplier may change, substitute or add AI Providers in accordance with clause 5.9A. The Supplier makes no representation or warranty as to the identity, capabilities, performance or continued availability of any particular AI Provider, or as to the continued use of any particular AI Provider or model.
6A.2 The categories of data transmitted to the AI Provider differ by feature, as follows:
(a) For the AI Query Builder: only (i) Schema Data and (ii) the natural-language question text submitted by the user are transmitted. No underlying data records or data values are transmitted. The AI Provider uses this information to generate and return a SQL query to be run against the Customer’s database.
(b) For the AI Agent: (i) the natural-language instructions submitted by the user and (ii) the Project Content are transmitted. Project Content includes the Project’s data state and the actual data values within the embedded spreadsheet layer, save that any Private Data marked by the Customer or an Authorised User is withheld and not transmitted to the AI Provider.
(c) The Private Data control is provided so that the Customer may prevent designated data from being sent to the AI Provider. The Customer is solely responsible for identifying and marking as Private any data it does not wish to be transmitted. Data that is not marked as Private will be transmitted to the AI Provider as part of Project Content when the AI Agent is used.
(d) Each Approved AI Provider processes all data transmitted under this clause 6A.2 to generate the requested AI Output, and not for any independent purpose of its own. It is a condition of listing as an Approved AI Provider under clause 5.9A that the provider’s terms, as they apply to the service, tier or endpoint listed, prohibit the use of data transmitted through the AI Services to train, adapt or otherwise improve any AI model. An AI Provider may retain logs of inputs and outputs for a limited period to detect and prevent breaches of its usage policies, to maintain the security of its service, to troubleshoot, or to comply with legal or regulatory requirements, and may hold data transiently in memory to improve performance. Where an input or output is flagged under an AI Provider’s usage or safety policies, it may be retained for a longer period and may be reviewed by that AI Provider’s personnel or its contractors as part of the enforcement of those policies. The specific retention periods, purposes and technical safeguards that apply are determined by, and set out in the published terms and documentation of, each AI Provider, which are linked from the Supplier’s sub-processor page at https://squirrel365.io/sub-processors/, and may be changed by that AI Provider at any time. The Supplier does not control any AI Provider’s retention practices, and the Customer should refer to the relevant AI Provider’s published documentation for the current position.
(e) The Customer warrants that it has full authority to transmit the relevant inputs to the AI Provider and has obtained all necessary consents to do so. The Customer shall ensure that inputs to the AI Services (including natural-language inputs, Schema Data and Project Content) do not contain personal data unless the Customer has ensured that such transmission is lawful in accordance with applicable Data Protection Legislation and clause 5. Given that the AI Agent may transmit actual data values, the Customer is directed to use the Private Data control to exclude any personal or sensitive data it is not lawfully able to transmit.
(f) Each AI Provider engaged by the Supplier is a sub-processor for the purposes of clause 5 in respect of any personal data contained in data transmitted to it, and is subject to clauses 5.9A and 5.9B. The Supplier shall maintain appropriate data processing agreements with each such AI Provider.
6A.3 The Customer acknowledges and accepts that AI Output is produced automatically and is not reviewed or verified by the Supplier before delivery. AI Output (including generated SQL queries, generated content and Agent Actions) may be inaccurate, incomplete, incorrect or otherwise unsuitable for the Customer’s intended purpose. The Customer is solely responsible for reviewing, validating and testing any AI Output before relying on it, and does so entirely at its own risk. The Supplier makes no warranty, representation or guarantee, express or implied, as to the accuracy, completeness, fitness for purpose or reliability of any AI Output.
6A.4 In relation to the AI Agent, the Customer acknowledges and agrees that: (a) the AI Agent performs Agent Actions that create, modify, arrange or delete Project Content in response to the user’s instructions, and the user directs, and is responsible for reviewing, those Agent Actions and their results; (b) Agent Actions are applied to the user’s working copy of the Project and are reversible using the standard undo/redo controls within the Licensed Software, and the Customer is responsible for using those controls, and for saving its work, to manage and reverse any Agent Action it does not wish to keep; (c) the Supplier is not responsible for any Agent Action taken at the user’s direction, nor for any consequence of the Customer’s decision to retain, save or publish the results of an Agent Action; and (d) the Customer remains solely responsible for the content and integrity of its Projects, including where created or modified with the assistance of the AI Agent.
6A.5 The Supplier will ensure that users are appropriately informed, within the Licensed Software, when they are interacting with an AI system when using the AI Services, consistent with applicable transparency and disclosure requirements, including, where applicable, Article 50 of Regulation (EU) 2024/1689 (the EU AI Act).
6A.6 Without prejudice to clause 13, and to the fullest extent permitted by applicable law, the Supplier shall not be liable for any loss or damage arising from or in connection with: (a) any inaccuracy, error or omission in AI Output; (b) the Customer’s reliance on, execution of, retention of, or failure to review, validate or (in the case of Agent Actions) reverse any AI Output; (c) the transmission of permitted inputs to an AI Provider, including the Customer’s failure to mark data as Private; or (d) any change to, or discontinuation of, any AI Provider. Nothing in this clause 6A.6 operates to exclude or limit liability that cannot be excluded or limited under applicable law, and this clause is subject to clauses 13.2 and 13.3.
6A.7 The Customer acknowledges that the AI Services depend on third-party AI Providers over which the Supplier has no control, and agrees that:
(a) where an AI Provider suffers an outage, degradation, capacity restriction or service withdrawal, or where continued use of an AI Provider would or may in the Supplier’s reasonable opinion breach any applicable law, regulation, sanction, export control or order of a competent authority, or would or may expose the Supplier or the Customer to material legal or security risk, the Supplier may immediately and without notice substitute another Approved AI Provider, restrict, or suspend the affected AI Service in whole or in part;
(b) where no Approved AI Provider is lawfully and technically available to the Supplier, the Supplier may suspend the affected AI Service for so long as that position continues, and such suspension shall not constitute a breach of this agreement or a failure to provide the Services;
(c) the Supplier shall notify the Customer of any suspension under this clause 6A.7 as soon as reasonably practicable, and shall use reasonable endeavours to restore the affected AI Service;
(d) where an AI Service is suspended under this clause 6A.7 for a continuous period exceeding 28 days, the Customer may terminate that AI Service on written notice, with a pro-rata refund of any fees paid in advance and attributable to it; and
(e) different AI Providers produce different results, and the Supplier does not warrant that AI Output will be consistent across, or unaffected by, any substitution of AI Provider.
7.1 Excluding Free Licences, the Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 Excluding Free Licences, the Supplier warrants that the Licensed Software will comply with its specification as described in the Documentation for a period of 30 days.
7.3 The undertaking at clause 7.1 and the warranty at clause 7.2, shall not apply to the extent of any non-conformance which is caused by use of the Services (including but not limited to the Licensed Software) contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.4 The Supplier:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements or immediately operate on recently or unexpectedly updated browsers or other relevant interfaces;
(iii) the Software or the Services will be free from Vulnerabilities; or
(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(v) that any AI Output (including any SQL query generated by the AI Query Builder, and any content generated or Agent Action performed by the AI Agent) will be accurate, complete, suitable for the Customer’s intended purpose, or capable of being produced or executed without error.
(b) 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 any third party API or integration, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.5 This agreement shall not prevent the Supplier 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 this agreement.
7.6 The Supplier warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under this agreement.
8.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) 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, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
(h) comply with all applicable technology control or export laws and regulations applicable from time to time; and
(i) include and not remove or obscure any copyright notice on all entire and partial copies the Customer makes of the Software on any medium.
9.1 The Customer shall pay the Subscription Fees to the Supplier for the Paid Licence in accordance with this clause 9 and the Order Confirmation.
9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, on each anniversary of the Effective Date (and in any event prior to any Renewal Period) for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, at least 30 days prior to each anniversary of the commencement of each Renewal Period for the Subscription Fees payable in respect of that next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
9.3 If the Supplier has not received payment within 30 days after the due date, or prior to the commencement of the applicable Renewal Period, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; or
(b) the Supplier may retain the Customer’s data and Projects for a reasonable period of time, in the event that the Customer wishes to commence a Renewal Period, up to a total of three (3) months at which time it shall be irretrievably deleted; and
(c) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then-current base lending rate of HSBC UK Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment;
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in US dollars;
(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added or other applicable sales and other tax, which may be added to the Supplier’s invoice(s) at the appropriate rate.
9.5 If, at any time whilst using the Services, the Customer exceeds the amount of managed online storage space specified in the Documentation or if the Customer’s usage exceeds a reasonable amount based on the Supplier’s customer base generally or to the extent that such excessive usage begins to present or risks becoming a commercial burden to the Supplier, or risks negatively affecting any shared network infrastructure used to provide the Services, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then-current excess data storage fees. The Supplier may introduce a reasonable excess data storage fee policy from time to time which shall be deemed to amend this agreement upon 30 days’ written notice to the Customer of such policy coming into effect or 30 days after the policy has been made public on the Supplier’s website.
9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 60 days’ prior notice to the Customer and the details of the Subscription and Order Confirmation shall be deemed to have been amended accordingly.
10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall 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 the implementation of this agreement and clause 11.9.
11.3 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 the terms of this agreement.
11.4 A 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 notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
11.9 Publicity – the Customer acknowledges and agrees that the Supplier may publish the business name of the Customer on its website (but not any logo or branding material requiring approval pursuant to clause 11.10 below) as a Customer of the Supplier and user of the Services. For the avoidance of any doubt the Customer’s status as the Supplier’s client shall not be Confidential Information.
11.10 Neither party shall make any use of the other’s intellectual property, materials, logos, brand or other such materials, except to the extent expressly set out in this agreement or as that party provides express advance approval for in each case.
12.1 The Customer shall defend, indemnify and hold harmless the Supplier 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 the Customer’s use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any United States of America or United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5 The foregoing and clause 13.3(b) state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier or the Software at the Customer’s direction;
(b) 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 this agreement; and
(c) the Services, including the Software and the Documentation and any related Support Services are provided to the Customer on an “as-is” basis.
13.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
(a) the Supplier 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 this agreement; and
(b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.4 The Customer acknowledges and agrees that, under a Free Licence, it is reasonable that the Supplier shall have no liability of any kind in any circumstances whatsoever including without limitation negligence (except for death and personal injury caused by the Supplier’s negligence, fraud and other liability it would be illegal to exclude) to the Customer in respect of the Software or the Documentation and the Supplier makes no warranty of any kind in respect of the Software or the Documentation. For the same reasons, all statutory and implied warranties, terms and conditions are excluded to the full extent allowed by law and the Services and Documentation are provided on an “as-is” basis.
13.5 The Customer acknowledges and agrees that the Customer shall have sole responsibility for the protection of all data it submits under any Free Licence and the Supplier shall have no liability to the Customer in any circumstances whatsoever including without limitation negligence for any data loss or corruption caused under a Free Licence.
13.6 Without limiting any other provision of this clause 13, the Customer acknowledges and agrees that: (a) the Customer assumes sole responsibility for reviewing, validating and testing AI Output before relying on it, and — in the case of Agent Actions — for using the undo/redo controls to reverse any action it does not wish to keep, and for using the Private Data control to withhold data it does not wish to transmit; (b) to the fullest extent permitted by law, the Supplier shall not be liable for any loss or damage (including data corruption or data loss) to the extent that it arises from the Customer’s failure to review, validate, reverse or withhold as described in clause 13.6(a), such loss being treated as Customer-caused loss for the purposes of this agreement; and (c) any residual liability of the Supplier in respect of AI Output that is not excluded under clause 13.6(b) remains subject to the aggregate cap in clause 13.3(b).
14.1 This agreement and each individual Subscription shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the applicable Initial Subscription Term and, thereafter, this agreement and each Subscription shall be subject to the renewal terms set out in the Order Confirmation. If not stated to the contrary, each Subscription and this agreement shall be automatically renewed for successive periods of 12 months or 1 month (each a Renewal Period), unless:
(a) the applicable Order Confirmation expressly states that the Subscription Term is fixed or will expire upon a certain date or event; or
(b) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (c) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default for not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. Repeated minor breaches of this agreement by the Supplier shall not be cumulatively deemed to equate to a material breach pursuant to this clause;
(c) the Customer repeatedly breaches any of the terms of this agreement 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 the terms of this agreement;
(d) 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, 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;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) 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 14 days;
(k) 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 clause 14.2(d) to clause 14.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation and the Software;
(b) each party shall return and make no further use of any equipment, property, Documentation, Licensed Software and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7(e), unless the Supplier receives, no later than 30 days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up or other readily available copy of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data, which shall be supplied in the format it is stored in, which may be encrypted and will not necessarily be usable by the Customer independently of the Software; and
(d) 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.
14.4 Where the Supplier is entitled to terminate this agreement, it may instead choose to suspend this agreement pending a response from the Customer, and the Supplier retains the absolute authority to determine which course of action it takes in each applicable instance as to termination or suspension.
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and any policy, schedule or other document referred to in, or incorporated by reference into, this agreement, the provisions in the main body of this agreement shall prevail.
17.1 Save as expressly provided in clauses 17.2 to 17.6, no variation of this agreement shall be effective unless it is in writing, expressly references this agreement, and is agreed by both parties.
17.2 The Supplier may amend this agreement, and any policy or document referred to in it, by giving the Customer not less than 28 days’ written notice of the amendment and of the date on which it is to take effect (the “Change Effective Date”). Notice under this clause 17.2 may be given by any method permitted by clause 26, including by publication within the Licensed Software or on the Supplier’s website in accordance with clause 26.3, and shall be accompanied by, or identify where the Customer may obtain, the amended terms and a summary of the changes.
17.3 The Supplier shall not use clause 17.2 to:
(a) increase the Subscription Fees or other charges payable during the then-current Initial Subscription Term or Renewal Period, such increases being governed exclusively by clause 9.6;
(b) materially reduce the core functionality of the Services for which the Customer has paid during the then-current Initial Subscription Term or Renewal Period;
(c) vary clause 13 (Limitation of Liability), clause 27 (Governing Law) or clause 28 (Jurisdiction) in a manner materially adverse to the Customer; or
(d) vary any term that has been individually negotiated with the Customer and expressly recorded as such in an Order Confirmation or other written agreement signed by both parties.
17.4 Where an amendment notified under clause 17.2 is materially adverse to the Customer, the Customer may terminate this agreement by giving written notice to the Supplier at any time before the Change Effective Date, such termination to take effect on the Change Effective Date. Where the Customer terminates under this clause 17.4, the Supplier shall refund a pro-rata portion of any Subscription Fees paid in advance in respect of the period after the date of termination, and clause 14.3 shall otherwise apply.
17.5 If the Customer does not terminate under clause 17.4 and continues to access or use the Services on or after the Change Effective Date, the Customer shall be deemed to have accepted the amendment.
17.6 Where an amendment is required in order to comply with any applicable law, regulation or order of a competent authority, or is necessary to address a security risk, the Supplier may make that amendment on such shorter notice as is reasonably practicable in the circumstances, and clauses 17.4 and 17.5 shall not apply to that amendment.
17.7 Where the Customer holds a Free Licence, the Supplier may amend this agreement in respect of that Free Licence by publishing the amended terms in accordance with clause 26.3, and clauses 17.3(a), 17.3(b) and 17.4 shall not apply.
No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20.1 If any provision or part-provision of this agreement 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 this agreement.
20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 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.
21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this agreement 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 this agreement.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23.1 The Customer acknowledges that the Supplier’s services are provided via the internet and may be accessible in any jurisdiction in the world. The Supplier makes no warranty as to compliance with any local laws and the Customer should not place legal reliance upon the Services or Documentation complying with any such local laws which are specific to the Customer’s business and not to that of the Supplier.
23.2 The Customer waives any and all right to jury trial or any similar determination of disputes hereunder, and in the event that the Customer may be entitled to punitive, exemplary or otherwise penal damages of any nature, the Customer waives any such right as against the Supplier and its representatives.
23.3 The Customer agrees not to export the Software or Documentation in any manner that would contravene the US Department of Commerce’s Bureau of Industry and Security Export Administration Regulations, or any export control laws or similar technology sanctions which may prevent the transmission or exportation of Software provided by the Supplier pursuant to this agreement.
23.4 The Customer acknowledges that the Software and the Documentation are not designed to support critical infrastructure or networks such as those supporting utilities infrastructure including but not limited to nuclear power, or any critical health support or similar measures and the Customer agrees not to make any such use of the Software or Documentation during the Subscription Term or thereafter.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party 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).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.1 Any notice required to be given under this agreement to the Supplier shall be in writing and shall be delivered by email to legal@squirrel365.io, or by hand or sent by pre-paid first-class post or recorded delivery post to the Supplier at its address set out in this agreement, or such other email address as may have been notified by that party for such purposes or as used to register a user account.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am on the first Business Day following delivery). A notice delivered by email shall be deemed to have been received by the intended recipient 48 hours after it was sent. 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.
26.3 The Supplier may post service messages and notices within the application or by publication on its website and the notice is deemed to be received when posted.
This agreement 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 the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).