Terms & Conditions
We are nuom, a company registered in England and Wales with a registered address of Block C, Oldknows Factory, St Anns Hill Road, Nottingham, NG3 4GN.
These terms and conditions (the “Terms”) apply to your purchase and use of Sherpa. “Sherpa” is an online software solution that we make available for you to use via a network connection.
Our website is available here: www.sherpacommunity.co.uk (our “Website”), and details, prices and specifications regarding our product, Sherpa, are available and linked from here: https://sherpacommunity.co.uk (the “Specifications”).
In these Terms, when we talk about “you” or “your”, we mean you, the company or individual who is using Sherpa; and when we talk about “we”, “us” or “our”, we mean nuom.
Where you sign up to Sherpa using your work email address or use Sherpa for work purposes, you are representing to us that you are signing up on behalf of the business you work for and that you have the authority to accept these Terms on behalf of that business.
Terms of Acceptance
These Terms may be varied by us from time to time. Such revised terms will apply to the Website, Sherpa and our services from the date of publication. You should check this page regularly to ensure familiarity with the most up to date version. Your continued use of Sherpa once the changes take effect shall constitute your affirmative acknowledgement of any modification and your continued agreement to be bound by the modified Terms.
We may post additional terms, official rules, or agreements, or there may be additional terms, official rules, or agreements that apply to certain services, activities, competitions, applications or other features we provide (for example third party payments terms) (the “Additional Terms”). You agree you will be bound by such Additional Terms and that these Additional Terms form part of the Terms. In the event of any conflict between the terms of the Additional Terms and these Terms, the Additional Terms shall prevail unless expressly otherwise stated in the Additional Terms.
Your access and use:
By signing up to or using Sherpa you are warranting to us that you have the right to enter into these Terms and that you are 18 years old or older.
You may only use Sherpa for your own internal business purposes, only during the SaaS Order Term (defined below) and only in accordance with these Terms.
You are responsible and liable for all use of Sherpa through your user account and shall indemnify us in this respect.
You agree to maintain the confidentiality of your account, credentials, and any passwords necessary to use Sherpa.
If you believe that there has been an unauthorised use of your account, credentials or password, you must immediately notify us. You agree to provide us with complete and accurate information when you register for an account and at all other times.
You may not
Use our systems in such a manner that cause you to overload our systems or exceed any usage limitations;
sell, resell, license, sublicense, lease, rent, or distribute Sherpa, or include Sherpa as a service or outsourcing offering, or make any portion of Sherpa available for the benefit of any third party;
copy or reproduce any portion, feature, function, or user interface of Sherpa;
interfere with or disrupt the integrity or performance of Sherpa;
use the Sherpa to submit, send, or store material that is obscene, threatening, libellous or otherwise unlawful or tortuous material, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights;
use Sherpa to disrupt or cause harm to a third party’s system or environment;
access Sherpa to build a competitive product or service; or
reverse engineer Sherpa.
Sherpa is offered for a fee. By using Sherpa you agree to pay the fees specified in the Specifications or as separately communicated and agreed with you.
You will pay the fees upfront.
You will be able to calim back a full refund up until 14 days after purchase
If your payment fails, you bank issues a chargeback request or you do not pay on time, we may immediately and without notice cancel or revoke your access to Sherpa and delete any data stored on our systems.
We may use a third party payment system to process payments made by you to us, or for payments made as part of Sherpa. Your use and (where applicable) your customers’ use of this payment system is subject to the payment system’s Additional Terms.
The duration of your Sherpa subscription (the “SaaS Order Term”) is either as separately stated to you in an order document or monthly or yearly (in the case of rolling subscriptions). Unless otherwise communicated, the SaaS Order Term will commence on the date Sherpa is made available to you.
Our service does not automatically renew. Before the end of the SaaS Order Term, if you want to continue using our services, you will need to purchase access again.
From time to time we may change the fees we charge for Sherpa. You will be notified of any changes to our fees in writing before they come into effect and where we change the fees, the fee change will apply from the end of your current SaaS Order Term.
If you do not agree to our fee change you may cancel your subscription, as set out in the Cancellation section below.
We reserve the right to make changes and updates to Sherpa during the SaaS Order Term.
We will provide Sherpa using reasonable skill and shall use reasonable endeavours to ensure Sherpa is generally available. However, from time to time Sherpa will be unavailable due to unplanned and unforeseen events and to permit planned maintenance and other development work to take place.
You acknowledge that our ability to provide Sherpa will depend on your reasonable and timely cooperation and the accuracy and completeness of any information that you provide us with.
When carrying out planned maintenance and other development work we will try to provide you with reasonable notice of any material down time.
You can cancel your subscription for Sherpa by emailing firstname.lastname@example.org or, where our Website supports this, through our Website.
While you may cancel your subscription for Sherpa at any time, refunds for any paid for but unused period are issued at our sole discretion.
DATA YOU UPLOAD
You are solely responsible for any data or other content you, anyone acting on your direction or anyone using your login credentials inputs or uploads to our system (“Customer Provided Data”).
As between us, you will also remain the sole and exclusive owner of the Customer Provided Data.
You grant us a worldwide, non-exclusive, non-transferable, royalty-free right and licence to use the Customer Provided Data and any intellectual property we require for the purposes of providing Sherpa.
No transfer of ownership of any intellectual property will occur under these Terms.
We are not responsible for any claims resulting from Customer Provided Data and you shall indemnify and hold us harmless in relation to any claims or any loss we suffer in respect of the Customer Provided Data or your misuse of Sherpa.
In this clause “Personal Data” shall have the meaning given to that phrase under UK data protection law, including the General Data Protection Regulation (“GDPR”) (the “Data Protection Laws”).
Compliance with the law
Both parties shall comply with the Data Protection Laws so far as they relate to their obligations set out in these Terms.
Categories of data
You shall only provide us with the Personal Data that we strictly need to provide our services.
Where you decide we need your Personal Data, the Personal Data you send us shall only relate to the following categories of data subjects:
your employees, contractors and representatives
And the categories of Personal Data that you provide us will only be of the following categories:
names, email addresses, telephone numbers and other contact information
financial information, such as bank details and salary information
Our processing of the data
We will process the Personal Data solely for the purposes of providing Sherpa and in accordance with your documented instructions and not for any other purpose, unless required to do so by applicable law. Where we are required to process Personal Data under applicable law we shall inform you of that legal requirement before commencing processing, unless that law prohibits such information on important grounds of public interest.
We will immediately inform you if we are of the opinion that an instruction from you regarding the processing of the Personal Data infringes Data Protection Laws.
We will ensure that any persons authorised to process the Personal Data have entered into suitable obligations of confidentiality or are under an appropriate statutory obligation of confidentiality.
We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing the Personal Data.
We may utilise sub-processors when providing Sherpa and at the start of each SaaS Order Term you authorise us to use the third parties we are using, or we notify you or include in the Specifications that we are about to use, to provide Sherpa. You accept that some of these third parties may be based outside of the UK or the EU and consent to the international transfer of Personal Data.
During the SaaS Order Terms we will not engage any additional third parties to process the Personal Data without your written authorisation. We shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on us under these terms. During the SaaS Order Term we will seek your prior permission in circumstances where we wish to replace any of our existing Personal Data processors or we wish to appoint new processors; if you do grant us permission you should stop using our services and we will treat your refusal as your notice to cancel.
We will provide you with all assistance as is reasonably necessary for you to meet your obligations in respect of data subject rights as required by the Data Protection Laws.
We will provide all assistance that is reasonably necessary for you to meet your obligations in respect of performing data protection impact assessments and in consulting with competent supervisory authorities, as required by the Data Protection Laws.
We shall process the Personal Data for no longer than is necessary to fulfil our obligations under these terms and under all applicable laws. We will then delete or return the Personal Data.
We will provide you with all information necessary to demonstrate compliance with applicable laws and on reasonable notice, where strictly required under Data Protection Laws, we will allow you to conduct audits of Sherpa.
We will notify you without undue delay of any:
security breach or incident that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data and provide you with all information reasonably required for you to notify, as applicable, the relevant authorities and the affected data subjects;
request for information or complaint from a data protection authority that reasonably relates to or impacts our provision of Sherpa to you; and
request we receive from a data subject where that data subject is seeking to exercise their rights under Data Protection Laws in relation to our provision of Sherpa to you.
General rights, obligations and approvals under Data Protection Laws
You warrant that you have the legal right to provide us with any Personal Data you provide us with.
Standard Contractual Clauses
In circumstances where the Data Protection Laws would require you to send us data under the protection of the Standard Contractual Clauses, your agreement to these Terms shall be treated as you signing the latest version of the Standard Contractual Clauses and their Appendices for the purposes of any transfer of personal data subject to GDPR in connection with our provision of Sherpa.
We implement technical and organisational measures to protect the Customer Provided Data.
We do not warrant that Sherpa will be uninterrupted or error free. To the extent permitted by law, we disclaim all other warranties other than those set out in these Terms.
LIMITIATIONS OF LIABILITY
Our liability to you under these Terms is limited to the amount paid by you to us under these Terms in the 6 months preceding the date on which you first bring your claim against us.
We will not be liable for indirect, special or consequential costs or damages, or lost revenues or profits, downtime costs, loss or damage to data.
This clause does not limit our liability for any liability which may not be limited or excluded by applicable law.
Suspension and termination
We may suspend your access to Sherpa if you breach these Terms or if your use of Sherpa breaches the law. For the avoidance of double, where we suspend your access under this clause you will still remain liable for all fees.
If either of us becomes insolvent, unable to pay its debts when due, files for or is subject to insolvency proceedings or receivership, or asset assignment, the other party may, where permitted by law, terminate this contract and cancel and unfulfilled obligations.
We may terminate this contract if at any point if your access and use has been suspended under clause 12.1.1 or to comply with any applicable laws or regulations.
Where termination takes place pursuant to this clause you shall not be entitled to any refunds and payment obligations cannot be cancelled.
Effect of termination
On the termination or expiration of a SaaS Order Term:
we may disable all of your access to Sherpa;
where applicable, you shall promptly return to us or, at our request, destroy any of the software we provided with Sherpa.
Force Majeure. Except for payment obligations, neither of us will be liable for delays due to causes beyond our reasonable control.
Entire agreement. These Terms, the Additional Terms (as applicable) and the Specifications are the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf.
Governing Law. These Terms and any dispute arising under or in any way connected to them (whether contractual, tortious or otherwise) shall be governed by and construed in accordance with the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English and Welsh Courts.
Third Parties. The ability of third parties to enforce any rights under the Contracts (Rights of Third Parties) Act 1999 is excluded.
Survivorship. Any term which should reasonably be expected to survive termination or expiration of these Terms will survive termination and will remain in effect until it is fulfilled, and shall apply to both parties’ respective successors and permitted assigns.