Terms of use

Parod (“Parod”, “we”, “us”) is a governance, risk and performance management platform provided by Horizontal Solutions Limited, company number 14279893, a company registered in England & Wales with its registered office at [registered address].

These terms govern access to and use of the Parod platform (the “Service”). They apply to the organisation that subscribes to the Service (the “Customer”) and to every individual the Customer authorises to use it (a “User”). By accessing the Service you agree to these terms.

These terms also govern use of our website at parod.co.uk, whether or not the visitor holds an account.

Commercial details specific to a Customer — the fee, the subscription period and the number of users — are agreed in writing with that Customer when they subscribe. Everything else is set out here, and these terms apply in full unless we have expressly agreed otherwise in writing.

The Service provides tools for managing meetings and board papers, recording actions, maintaining risk registers and controls, and tracking performance measures. We provide it on a software-as-a-service basis; nothing in these terms transfers ownership of any software to the Customer.

We develop the Service continuously and may add, change or remove features. We will not make a change that materially reduces core functionality during a paid subscription term without giving the Customer reasonable notice.

Access is by named user account. The Customer’s administrators create and remove accounts and decide what each User may see. Accounts must not be shared between individuals, since the Service records who performed each action and shared accounts destroy that record.

The Customer is responsible for its Users’ use of the Service, for keeping authentication credentials secure, and for telling us promptly if it believes an account has been compromised. We support multi-factor authentication and single sign-on, and we recommend enabling one of them.

Where a subscription specifies a maximum number of users, the Customer should not exceed it. If it does, we will contact the Customer to agree additional licences rather than suspending access without warning.

The Customer and its Users must not:

• copy, modify, decompile or reverse engineer any part of the Service, except to the extent applicable law expressly permits it;
• use the Service to provide a service to third parties who are not Users, or resell access to it;
• attempt to gain unauthorised access to the Service, to another organisation’s data, or to the systems on which the Service runs;
• upload material containing malware, or content that is unlawful, defamatory, harassing or infringes another person’s rights;
• use automated crawling, scraping or bulk-extraction tools against the Service without our written consent;
• use the Service’s notification features to send unsolicited messages to people who are not Users of the Customer’s organisation; or
• remove or obscure any proprietary notice within the Service.

We do not monitor the content our customers store, and we do not endorse it. Where we become aware of material that breaches these terms we may remove it and will tell the Customer that we have done so.

The Customer owns everything it and its Users put into the Service — documents, agendas, minutes, risk records, performance data and comments (“Customer Data”). We claim no ownership of it.

The Customer grants us a licence to host, copy, transmit and display Customer Data only so far as is necessary to provide the Service, to provide support when asked, and to meet our legal obligations. We do not use Customer Data to train machine learning models, and we do not sell it or disclose it to third parties except as described in our privacy notice or where the law requires.

All intellectual property rights in the Service itself, including its software, design and documentation, remain ours or our licensors’. “Parod” and our logo are our trade marks and may not be used without our written permission.

No text or data mining, or web scraping, may be carried out on our website or the Service, and no automated tool may be used to extract or index their content. This paragraph is an express reservation of our rights, including for the purposes of Article 4(3) of Directive (EU) 2019/790 where that applies. Nothing here overrides a right that applicable law grants and does not permit us to exclude.

On request within [30] days of a subscription ending, we will provide the Customer with an export of its Customer Data in a machine-readable format. After that period we delete it in accordance with our retention practices.

In respect of Customer Data the Customer is the data controller and we are the data processor. Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in performing these terms.

Our processing is governed by a separate Article 28 data processing agreement, which sets out the subject matter and duration of processing, our security measures, the subprocessors we use, where each of them processes data, and the safeguards that apply. That agreement forms part of our contract with each Customer and is available on request.

How we handle personal data, including the rights available to individuals, is described in our privacy notice.

The Customer confirms that it has a lawful basis for the personal data it places in the Service, including personal data relating to its board members, staff and any third parties named in its records.

We aim to keep the Service available at all times but do not guarantee uninterrupted access. Planned maintenance is scheduled outside [UK business hours] wherever practical, and we give advance notice of work likely to cause noticeable disruption.

Support is available by email at support@parod.co.uk during [Monday to Friday, 09:00–17:30 UK time, excluding public holidays].

We take daily backups and apply access controls, encryption in transit and at rest, and audit logging. If we become aware of a personal data breach affecting Customer Data we will notify the Customer without undue delay, as set out in the data processing agreement.

We rely on third-party infrastructure providers to deliver the Service. We choose them carefully and contract with them appropriately, but we are not liable for failures of the public internet or of the Customer’s own networks and equipment.

We agree the fee, the subscription period and the number of users in writing with each Customer before their subscription starts. Unless we have agreed otherwise, fees are payable annually in advance, exclude VAT, and are due within [30] days of invoice.

Fees are fixed for the initial subscription term. We may change them for any subsequent renewal period by giving at least [one month’s] notice before the current term ends.

If an invoice remains unpaid after its due date we will contact the Customer before taking any action. We may suspend access where an invoice is significantly overdue, having first given written notice and a reasonable opportunity to pay.

We warrant that:

• we will provide the Service with reasonable care and skill, and to a standard consistent with good industry practice;
• we will provide the Service in accordance with applicable law; and
• to the best of our knowledge the Service does not infringe any third party’s intellectual property rights.

Beyond those warranties, and to the fullest extent the law allows, the Service is provided as it stands. We do not warrant that it will be free from defects, that it will meet any particular requirement the Customer has not told us about, or that it is fit for a purpose we have not agreed.

The Service supports governance activity; it does not provide legal, financial, regulatory or professional advice, and it is not a substitute for the Customer’s own judgement or professional advisers.

Nothing in these terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, however arising.

Subject to the two paragraphs above, each party’s total liability arising out of or in connection with these terms is limited in aggregate to the fees paid by the Customer in the twelve months before the date the claim arose.

This section does not limit the Customer’s obligation to pay fees properly due.

Each party may receive information from the other that is confidential. Each will use the other’s confidential information only to perform these terms, will disclose it only to those of its people who need it and who are under equivalent obligations, and will protect it with at least the care it applies to its own confidential information.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already held free of any duty of confidence, or that it must disclose by law or court order. They continue for [six] years after the information was last disclosed.

A subscription runs for the period agreed in writing with the Customer and then renews for successive twelve-month periods unless either party gives written notice at least [one month] before the end of the current period.

Either party may terminate immediately if the other commits a material breach that it fails to remedy within [15] business days of written notice, or if the other becomes insolvent or enters an equivalent process.

On termination the Customer’s right to use the Service ends, and we will make Customer Data available for export as described in section 05. Sections 05, 06, 09, 10, 11 and 14 survive termination.

We may update these terms to reflect changes to the Service, to our operations, or to applicable law. Where a change materially affects the Customer’s rights we will give at least [30] days’ notice by email to the Customer’s administrators and by updating the date at the top of this page.

If the Customer does not accept a material change it may terminate before the change takes effect and receive a pro-rata refund of fees paid for the unused portion of the term.

Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the effect and tells the other party promptly.

These terms, together with the data processing agreement and the commercial details agreed in writing under section 08, form the whole agreement between the parties on their subject matter. The Customer may not assign or transfer its rights without our written consent, which we will not unreasonably withhold.

A failure to enforce a provision is not a waiver of it. If any provision is found unenforceable, the rest continue in force. No third party may enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

These terms are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction over any dispute arising from them.

Our website is provided free of charge and for general information. We may change or withdraw any part of it at any time, and we do not guarantee that it will always be available or uninterrupted. Nothing on it is intended as advice on which any decision should be based.

Where our website or the Service links to a third party’s site or resource, that link is provided for information only. We do not control those sites and are not responsible for their content, and a link is not an endorsement.

Questions about these terms, or about the Service generally, can be sent to support@parod.co.uk, or by post to Horizontal Solutions Limited, [registered address].