We are writing to summarise and agree the terms on which we (Tahora Ltd, company number 12430540) (“we”, “us”), will work with you (“you”) regarding the Tahora App (the “Partnership”). If you have any questions regarding the terms set out in this letter, please let us know.
- Introduction of employees. As part of the Partnership you agree to co-operating in good faith with us to promote the Partnership to relevant employees. Those employees will then be able to create accounts for, and use, the Tahora App. You also agree to provide us with a list of the email addresses to which you’ve sent the subscription link so that we can ensure the subscription is not activated by third parties.
- Duration of the Partnership. The Partnership will last for until terminated, and following termination or expiry of this letter those employees will (unless we agree in writing a further subscription) have their access suspended and neither of us nor you will have any continuing obligations to refer employees, pay additional sums, or provide access or information to each other.
- Termination of the Partnership. We may terminate the Partnership at any time on written notice if you materially breach any of the terms of this letter, or if we reasonably consider that your business, or your acts or omissions, damage or may damage our reputation or the reputation of the Tahora App.
- Cancelling employee subscriptions. If any employees using the Tahora App leave your organisation, or you do not wish them to continue accessing the Tahora App, you should notify us in writing with their email address and we will cancel their subscription but, for the avoidance of doubt, no refund will be payable in relation to such cancellation.
- Charges. In consideration for providing those employees with access to the Tahora App, you will pay us the agreed per user fee which will be payable monthly or yearly. That sum is payable regardless of how many of employees sign-up to use the Tahora App or for how long.
- End-user agreement. We will have a separate end-user agreement with the employees regarding their use of the Tahora App. This end-user agreement will allow the employees to terminate their subscription at any point without penalty and will deal with issues such as our data protection compliance and infringement of third party intellectual property. It will also confirm that we are responsible for the services being provided and that you are not responsible for our provision of the Partnership.
- Data protection. We will comply with our obligations under data protection law in respect of your employees, and will notify you promptly if there is a data breach involving your employees’ personal data. We will process all personal data collected via the Tahora App in accordance with the Privacy Notice which is accessible via the app. We will implement security standards as required by data protection law and in accordance with good industry practice, and are currently working towards ISO 27001 certification.
- Operation of the app. The Tahora App is intended to allow colleagues to engage with each other about personal interests. We do not actively monitor content on the Tahora App and will only report content to you if it is reported to us (or we otherwise become aware of it) and it is illegal or promotes or encourages illegal activity or if it otherwise fails to comply with our content standards (as detailed in our end-user agreement. We will also present anonymised data to you based on the engagement with the Tahora App, but we are under no obligation to provide any personal data or provide any administrative access to you, although managers and executives may use the Tahora App as an employee user. Although we will use reasonable endeavours to make the Tahora App available, we give no warranties that this will be uninterrupted, or that the Tahora App will offer specific functionality.
- Confidential information. Each of us will keep any confidential information concerning the other which is disclosed or shared in relation to the Partnership or otherwise confidential and secure. Each of us will only disclose such confidential information (a) to our respective employees, group companies and officers as necessary in relation to the Partnership, subject to ensuring that those recipients keep such information confidential and are subject to written confidentiality obligations; and (b) as authorised by the other or required by law. Our confidential information includes (but is not limited to) details of the Tahora App, the Partnership, our software, algorithms and any anonymised data we produce. You agree that we will have the right to include you as a customer and use your logo as part of any customer lists.
- Intellectual property. All intellectual property and know-how relating to the Tahora App and the Partnership (whether in existence at the date of this letter or created after such date) will remain vested in us and you will have no right to access or use such intellectual property other than as explicitly set out in this letter. Providing suggestions, inspiration, concepts or ideas in relation to the Tahora App or the Trail will not give you any rights in any intellectual property created by us in response to such suggestions, inspiration, concepts or ideas.
- Liability. Nothing in this letter limits or excludes our liability where it cannot be limited or excluded by applicable law. Subject to that, we will not in any circumstances be liable to you for loss of profits, loss of or damage to goodwill or reputation (in each case whether direct or indirect), or any indirect or consequential loss and our liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising in connection with this letter, the Tahora App or the Partnership, shall be limited in aggregate to the sums paid by you to us under this letter.
- Governing law. This letter and any dispute or claim arising out of or in connection with it will be governed by English law and the parties agree that the English courts will have excluding jurisdiction to settle any such dispute or claim.
Please acknowledge your receipt and understanding and agreement to the terms and conditions of this letter by selecting you agree to the terms and conditions on the Tahora.com website
Any further questions please email firstname.lastname@example.org
Michael Rose, Director