Sales Agreement: June 2026

The Sales Agreement forms part of the specification for services agreed between the parties on any quote, order form or other statement of work (a "Quote"), and may be supplemented or amended by other terms and conditions entered into between the Company and Customer (each, an "Addendum," and together with the Sales Agreement, the "Agreement") that are applicable to Additional Services (as defined in clause 1.7).

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1. SaaS Services and Support

1. Subject to the terms of this Agreement, including the payment of all applicable Fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the services described in the Quote together with any agreed Additional Services (together, the "Services") during the Service Term solely for the Customer's internal business purposes. For the avoidance of doubt, no right, title, or interest in or to the Services or any Intellectual Property Rights (as defined in clause 8.1) therein is transferred to the Customer, and this clause shall not be construed as a licence to any software, source code, or other technology underlying the Services.
2.  Notwithstanding clause 7.1, the Company will use all reasonable commercial efforts to ensure 99.5% service availability (the"Uptime") in any calendar month (the"Uptime Target"). For the purposes of calculating Uptime, the following periods of unavailability shall be excluded: (i) any unavailability caused by a Force Majeure Event (as defined at clause 10.6); (ii) any unavailability resulting from the Customer's Equipment (as defined at clause 2.4), systems, or third-party applications, services, or infrastructure not provided by the Company; and (iii) any unavailability arising from the Customer's acts or omissions, including any use of the Services in breach of this Agreement.
3. Uptime is calculated using monitoring software Pingdom and can be tracked at https://status.pinpoint.support/.
4. If the Company fails to achieve the Uptime Target, the Customer may claim for credits against future periods of service (the "Service Credits") according to the following schedule:  (i) Three (3) days of Services added to the end of the Customer’s Service Term at no charge to the Customer if the Uptime for any calendar month is between 99% and 99.5%; (ii) Seven (7) days of Services added to the end of the Customer’s Service Term at no charge to the Customer if the Uptime for any calendar month is between 97% and 99%; (iii) Fourteen (14) days of Services added to the end of the Customer’s Service Term at no charge to the Customer if the Uptime for any calendar month is between 95% and 97%; or (iv) Thirty (30) days of Services added to the end of the Customer’s Service Term at no charge to the Customer if the Uptime for any calendar month is less than 95%.
5. In order to receive the Service Credits, the Customer must notify the Company by email or otherwise in writing within thirty (30) days from the time the Customer becomes eligible to receive Service Credits.
6. The aggregate maximum number of ServiceCredits the Customer can claim in a single calendar month shall not exceed thirty days of Services added to the end of Customer’s Service Term. Service Credits may not be exchanged for, or converted to, monetary compensation. The Service Credits set forth in this Agreement shall constitute the Customer's sole and exclusive remedy, and the Company's sole and exclusive liability, for any failure by the Company to achieve the Uptime Target.
7. The Customer may purchase credits to use toward the purchase of optional, in-platform Services accessed via the Pinpoint platform ("Additional Services"), separate to and in addition to those Services detailed in the Quote, as detailed within the Pinpoint platform ("Pinpoint Credits"). Pinpoint Credits will be governed by the terms of this Agreement, in addition to the Pinpoint Credit Terms applicable at the date of execution of the Quote.

2. Restrictions and Responsibilities

1. The Customer agrees to comply, at all times, with the Company's Acceptable Use Policy as may be updated from time to time (with such updates effective upon posting), which is incorporated herein by reference. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the Acceptable Use Policy or this Agreement.
2. Without limiting the Customer's obligations under the Acceptable Use Policy, the Customer shall comply with all applicable laws, rules, and regulations in connection with its access to and use of the Services, including all applicable data protection, privacy, anti-spam, export control, and employment laws.
3. Without prejudice to any other rights and remedies available to the Company, the Company may immediately suspend theCustomer's access to the Services, in whole or in part, without prior written notice if the Customer is in material or persistent breach of any terms of thisAgreement, or if, in the Company's reasonable determination, the Customer is suspected of being in material breach of any terms of this Agreement.
4. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

3. Customer Data

1. The Company may process personal data submitted by the Customer to the Pinpoint platform in the course of providing the Services. The Customer and the Company each agree to comply with the Company's Data Processing Addendum, as may be updated from time to time upon reasonable prior written notice to the Customer, in connection with such processing.
2. In the event of any conflict or inconsistency between this Agreement and the Data Processing Addendum, the Data Processing Addendum shall prevail.

4. Confidentiality: Proprietary Rights

1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, as well as the business of its suppliers (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality, pricing, and performance of the Service. Proprietary Information of the Customer includes non-public data provided by Customer to the Company to enable the provision of the Services ("Customer Data").
2. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use  or divulge to any third person any such Proprietary Information, except to (a) those of its personnel, representatives, and agents who are required in the course of their duties to receive it for the performance of the Receiving Party's obligations under this Agreement, or the exercise of the Receiving Party's rights under this Agreement; and (b) any court, governmental or administrative authority competent to require the same, or as required by any applicable law, regulation, or governmental or regulatory body which is lawfully entitled to require the disclosure (and in each such case, the Receiving Party shall, if legally permissible, notify the Disclosing Party of the requirement as soon as reasonably practicable and use commercially reasonable endeavours to discuss with the Disclosing Party any possible limitations or restrictions on disclosure in advance to the extent permitted by law).
3. The Disclosing Party agrees that the foregoing shall not apply with respect to any information: (i) after five (5) years following the disclosure thereof (except to the extent such Proprietary Information constitutes a trade secret under applicable law, in which case the foregoing applies until such time, if ever, such information ceases to qualify for trade secret protection under such applicable law other than as a result of any act or omission of, or on behalf of, the Receiving Party); or (ii) that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
4. The Customer shall own all right, title and interest in and to the Customer Data. The Customer hereby grants to the Company a worldwide, non-exclusive, irrevocable (for the term of the Agreement only), royalty free licence during the Service Term to use the Customer Data for the sole purpose of providing the Services as set out in this Agreement or otherwise agreed to in writing by the Customer.
5. The Company shall own and retain all right, title and interest in and to (a) the Services and all improvements, enhancements or modifications thereto, (b) software, documentation or data related to the Services, (c) any software, applications, inventions or other technology developed in connection with the Services, and (d) all Intellectual Property Rights related to any of the foregoing (collectively, "Company Property"). Customer agrees not to: (i) copy, distribute, sublicense, or transfer Company Property, or make it available to any third party without the Company's prior written consent; (ii) modify, decompile, reverse engineer, or disassemble Company Property; (iii) create derivative works based on the Company Property; (iv) modify, remove, or obscure any copyright, trademark, or other proprietary notices; or (v) use Company Property to develop a competitive product offering.
6. The Customer acknowledges and agrees that the Company may process Customer Data to produce anonymised and aggregated data that does not identify, and cannot reasonably be used to identify, the Customer or any individual ("Derived Data").As between the parties, the Company shall own all right, title and interest, including all Intellectual Property Rights, in and to the Derived Data. The Company may use Derived Data for the following purposes: (i) to develop improvements, updates, upgrades or modifications to improve the performance and functionality of the Services; and (ii) to provide benchmarking and analytics information. The Customer may opt out of the inclusion of its Derived Data in relation to 4.6 (ii) by providing written notice to the Company, in which case the Company shall exclude the Customer's Derived Data within a reasonable period following receipt of such notice. For the avoidance of doubt, any such opt-out shall not affect the Company's right to use Derived Data for the purpose set out in clause 4.6(i).
7. The Customer hereby grants the Company permission to use the Customer’s name and logo for the purpose of marketing and selling the Services to third parties.

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5. Payment of Fees

1. The Customer will pay the Company the then applicable fees: (i) described in the Quote in accordance with the terms therein, and (ii) for the Pinpoint Credits as: (a) set out on the Pinpoint platform, or (b) described in the Quote for in accordance with the terms therein (the "Fees"). If the Customer’s use of the Services exceeds Usage Limits defined in the Acceptable Use Policy, theCompany reserves the right to suspend the Services until the Customer pays the additional fees notified to the Customer in writing.
2. The Company may increase the Fees by 10% at the end of the Initial Service Term (as defined in the Quote) or then current renewal term without notice to the Customer. In addition, the Company reserves the right to increase the Fees at the end of the Initial Service Term or then current renewal term (as defined in the Quote) to reflect any changes in the Customer's use of the Services, upon sixty (60) days prior notice to theCustomer (which may be sent by email). The Company will bill for the Fees through an invoice. Full payment for invoices issued in any given month must be received by the Company within thirty (30) days of the date of issue of the invoice.
3. If the Company has not received payment by the due date, and without prejudice to any other rights and remedies of the Company, the Company may, without liability: (i) disable the Customer's access to all or part of the Services until the invoice(s) concerned are paid in full; and/or (ii) charge the Customer interest on a daily basis on any overdue amounts at an annual rate equal to the lesser of (a) 4% above the Bank of England’s base rate, or (b) the maximum rate permitted by applicable law, commencing on the due date and continuing until fully paid, whether before or after judgment; and/or (iii) require the Customer to reimburse the Company for all reasonable costs and expenses (including reasonable legal fees) incurred by the Company in collecting any overdue amounts.
4. Fees are payable in the currency detailed inthe Quote and are non-cancellable and non-refundable. Fees are payable whetheror not any use is made of the Services in any particular period. Fees arestated exclusive of value added or other applicable sales tax, which shall be payable by the Customer at the appropriate rate. Time for payment of Fees shallbe of the essence.

6. Term and Termination

1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term specified in the Quote, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Service Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice if (i) the other party materially breaches any of the terms or conditions of this Agreement (including the Acceptable Use Policy, Data Processing Addendum or any other terms applicable to the Services), and where such breach is capable of remedy, fails to remedy the breach within ten (10) days of being notified to do so; (ii) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) calendar days after being notified in writing to make such payment; or (iii) the other party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof.
3. Upon termination or expiry of this Agreement for any reason, all outstanding and unpaid Fees shall become immediately due and payable by the Customer. Termination of this Agreement shall not relieve the Customer of its obligation to pay any Fees accrued or payable to the Company prior to the effective date of termination.
4. Upon termination or expiry of this Agreement for any reason: (i) the Customer shall immediately cease all use of the Services; (ii) each party shall promptly return or destroy all ProprietaryInformation of the other party in its possession or control, except as otherwise provided in this Agreement; and (iii) any rights, licences and permissions granted by the Company to the Customer under this Agreement shall immediately terminate.
5. Upon the Customer’s request and subject to clause 6.3, the Company shall, for a period of thirty (30) days following the effective date of termination or expiry of this Agreement (the "Retrieval Period"), make the Customer Data available for download by the Customer in a standard machine-readable format via the Services. Upon expiry of the Retrieval Period, the Company may delete all Customer Data in its possession or control without liability to the Customer, except to the extent that the Company is required to retain any such data by applicable law or regulation, or where the Company reasonably deems it necessary to retain data in order to prosecute or defend any legal claim, in which case the Company shall isolate and protect such data from any further processing and shall delete it promptly once the applicable retention requirement or legal claim has expired. For the avoidance of doubt, the Company's obligation to delete Customer Data under this clause shall not apply to Derived Data.
6. Those sections of this Agreement that expressly or by implication are intended to continue in force on or after termination including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, shall remain in full force and effect.

7. Warranty and Disclaimer

1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in amanner which minimises errors and interruptions in the Services and shall perform Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company's reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption, but shall not be responsible for any losses caused by such disruption.
2. The Company does not warrant that theServices will be uninterrupted or error free; nor does it make any warranty that the Services or the results that may be obtained from use of the Services will meet the Customer's or any other person's requirements, be compatible or work with any software, system, or other services, or be secure, accurate, complete, or free of harmful code. To the extent permitted by law, except as expressly set forth in this Agreement, the Services are provided "as is" without warranty or condition of any kind and the Company specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice.

8. Indemnity

1. In this clause 8, "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2. The Company shall indemnify the Customer from third party claims, demands, or proceedings asserting that the use of the Services in accordance with thisAgreement infringes any third party Intellectual Property Rights, provided that (i) the Company is given prompt notice of such claim; (ii) the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company's expense; (iii) the Company is given sole authority to defend or settle the claim; and (iv) the Customer makes no admission of liability or fault itself or on behalf of the Company.
3. In the defence or settlement of any claim pursuant to clause 8.2, the Company may at its sole option and expense either: (i) procure for the Customer the right to continue using the Services in the manner contemplated by this Agreement; (ii) replace or modify the Services so that they become non-infringing; or (iii) terminate this Agreement immediately by providing written notice to the Customer, without liability to the Customer.
4. The Company shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 8.2) if the alleged infringement is based on: (i) modification of the Services by anyone other than the Company; (ii) the Customer’s use of the Services otherwise than in accordance with this Agreement or in a manner contrary to the instructions given to the Customer by the Company; (iii) the Customer’s use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority; or (iv) use or combination of the Services with any other software or hardware, such as where the Customer instructs the Company to integrate the Services with a third-party service provider or platform, in circumstances where, but for such combination, no infringement would have occurred.
5. The Customer shall indemnify the Company against all costs, claims, damages and expenses (including reasonable legal fees) incurred by the Company or for which the Company may become liable due to any failure by the Customer or its users to comply with clauses 2 (Restrictions and Responsibilities), 3 (Customer Data), 4.1 to 4.4 (Confidentiality), or any breach of applicable law in connection with the Customer's use of the Services.

9. Limitation of Liability

1. This clause 9 sets out the entire financial liability of the Company to the Customer arising under or in connection with this Agreement, including under the Data Processing Addendum and Acceptable Use Policy.
2. Except as expressly and specifically provided in this Agreement: (i) the Customer assumes sole responsibility and liability for any information or results obtained from use of the Services, and for conclusions drawn from such use; (ii) the Company shall have no liability for any damage caused by errors or omissions in the Customer Data; (iii) 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; (iv) the Company shall not be responsible or liable for: (a) the cost of procurement of substitute services; (b) indirect, exemplary, incidental, special or consequential damages, including damages for loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of data, or any other intangible losses, arising out of or in connection with this Agreement, however caused and under any theory of liability, even if the Company has been advised of the possibility of such damages; or (c) for any loss resulting from a Force Majeure Event (as defined below).
3. Subject to clauses 9.2 to 9.4, the Company's entire aggregate liability to the Customer in respect of all claims and causes of action arising under or in relation to the Agreement in contract, tort(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise shall not exceed the Fees paid by the Customer to theCompany in the 12 months prior to the event giving rise to the first such claim or cause of action.
4. Nothing in this Agreement excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law, including liabilities to data subjects as set out in the Data Processing Addendum.

10. Miscellaneous

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
2. Either party may assign, transfer, or sublicense its rights and obligations under this Agreement without consent, provided it notifies the other party within thirty (30) days of such transfer in writing.
3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
4. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
6. Neither party is responsible for failing to fulfil its obligations (other than its payment obligations) under this Agreement due to causes beyond its reasonable control that directly or indirectly delay or prevent timely performance ("Force Majeure Event"). Any dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays the affected party’s performance of its obligations for a continuous period of more than 30 days, the affected party may terminate this Agreement by giving 30 days’ written notice to the other party.
7. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
8. Except as expressly stated otherwise herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
9. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The parties acknowledge that each has had an adequate opportunity to review the terms of this Agreement and to negotiate any changes thereto. As used in this Agreement, the word "including" (and its grammatical variations) means "including without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of thisAgreement.
10. This Agreement shall be governed by EnglishLaw and the courts of England shall have exclusive jurisdiction to govern any dispute.
11. Customer acknowledges that a breach or threatened breach of its obligations under clauses 2 (Restrictions andResponsibilities), 4 (Confidentiality; Proprietary Rights), or the Acceptable Use Policy may cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Company shall be entitled to seek equitable relief, including injunction and specific performance, in any court of competent jurisdiction without the necessity of proving actual damages, posting any bond or other security, or exhausting any administrative or other remedies.
12. Except as expressly stated otherwise in thisAgreement, the rights and remedies of the parties under this Agreement are cumulative and not exclusive of any rights or remedies provided by law. No exercise of any one right or remedy shall preclude or limit the exercise of any other right or remedy available under this Agreement, at law, or in equity.

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