Customer terms

Definitions

Authorised User

An individual you allow to use the Services under your account, such as an employee, contractor or adviser.

Customer Data

Data, including personal data, that you or your Authorised Users put into the Services.

Documentation

The product guides and help pages we publish for the Services.

Order

An order form, online sign-up or plan selection that names the products, plan, quantities, fees and Subscription Term.

Product Terms

Additional terms for a specific product, linked from the legal hub or the product’s home page.

Services

The MAR² products and shared platform services (identity, billing, audit and AI Assist) you subscribe to under an Order.

Subscription Term

The period stated in the Order, and any renewal.

How the documents fit together

1. The Agreement is made up of the Order, any Product Terms, these customer terms, the data processing addendum and the acceptable use policy.
2. If they conflict, they apply in this order: the Order, then the data processing addendum (for personal data), then the Product Terms, then these customer terms, then the acceptable use policy.

Your subscription

In shortYou get the right to use the products you pay for, for your own business, for the term you chose.

1. Subject to this Agreement and payment of the fees, we grant you a non-exclusive, non-transferable right during the Subscription Term for your Authorised Users to use the Services for your internal business purposes, within the limits in the Order.
2. You are responsible for your Authorised Users, for keeping their credentials confidential, and for everything done under your account. Tell us promptly at security@marsquared.com if you suspect unauthorised use.
3. You must not: resell or make the Services available to third parties except as the Order allows; copy, modify or reverse engineer the Services except where the law permits; use them to build a competing product; or use them in breach of the acceptable use policy.
4. Free trials and preview features are provided “as is” for evaluation, may be changed or withdrawn at any time, and are excluded from the service levels and, to the extent the law allows, from our warranties.

What we provide

In shortWe run the products with reasonable skill and care, keep them secure, and support you.

1. We will provide the Services materially in line with the Documentation and with reasonable skill and care.
2. We will maintain the technical and organisational security measures described in our security overview, and we will not materially reduce the overall level of protection during a Subscription Term.
3. We may improve and change the Services. If a change materially reduces the functionality of a product you subscribe to, we will tell you at least 30 days in advance, and if it materially affects you, you may end the affected subscription and receive a pro rata refund of prepaid fees.
4. Support is available by email at support@marsquared.com and in each product’s help menu, during UK business hours (9:00 to 17:30, Monday to Friday, excluding public holidays in England), unless your plan includes extended support.

Service levels

In shortWe aim for 99.9% monthly availability for paid plans, and give service credits if we miss it.

1. For paid plans, we aim to make each product available 99.9% of the time in each calendar month, measured by our monitoring, excluding planned maintenance announced at least 48 hours in advance and events outside our reasonable control.
2. If monthly availability falls below 99.9%, you may claim a credit of 5% of that product’s monthly fee; below 99.5%, 10%; below 99.0%, 25%. Claims must be made within 30 days of the end of the month.
3. Service credits are your sole financial remedy for unavailability, except where unavailability is also a material breach that you are entitled to terminate for.

Fees and payment

In shortEach product has its own pricing. Fees are in pounds, exclude VAT, and are paid in advance.

1. Fees are set out in the Order and the product’s published pricing. Each product is priced on its own basis, such as per seat, per location or per asset. Fees are in pounds sterling and exclude VAT, which we add at the applicable rate.
2. Unless the Order says otherwise, fees are billed in advance, monthly or annually, and are payable by card or direct debit on the billing date, or within 30 days of invoice for invoiced accounts.
3. If you exceed the quantities in your Order, we may charge for the excess at the rates then in effect.
4. If an undisputed amount is more than 14 days overdue, we may suspend the affected Services after giving you at least 7 days’ written notice. We may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. We may change fees from the start of a renewal term by giving at least 60 days’ notice. Fees already paid are not refundable except as this Agreement says.

Your data

In shortYour data stays yours. We use it only to provide the Services, keep it in the UK, and let you export it.

1. You own all Customer Data. You grant us a licence to host, process and transmit it only as needed to provide and support the Services and as the law requires.
2. Where Customer Data includes personal data, you are the controller and we are the processor, and the data processing addendum applies.
3. Customer Data is hosted on Microsoft Azure in the UK South (London) region. Each organisation’s data is logically separated from every other organisation’s.
4. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights and notices needed to put it into the Services.
5. You can export your Customer Data at any time during the Subscription Term, and for 30 days after it ends. After that period we delete Customer Data in line with the data processing addendum, unless the law requires us to keep it.
6. We may collect aggregated, de-identified data about how the Services are used to operate and improve them. It will not identify you or any individual.

AI Assist

1. AI Assist generates suggestions from your Customer Data and the request you make. Outputs may be inaccurate, and you are responsible for reviewing them before you rely on them.
2. We do not use Customer Data, prompts or outputs to train general-purpose AI models, and we require the same of any AI provider we use as a sub-processor.

Confidentiality

1. Each party will keep the other’s confidential information confidential, use it only to perform this Agreement, and share it only with its personnel and advisers who need to know it and are bound by equivalent duties.
2. This does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator, in which case the disclosing party will give notice where lawful.

Intellectual property

1. We and our licensors own all rights in the Services, the Documentation and our trade marks. Except for the rights granted in this Agreement, no rights pass to you.
2. If you give us feedback, we may use it without restriction or payment.

Warranties

1. Each party warrants that it has the authority to enter into this Agreement.
2. If the Services do not materially conform to the Documentation, tell us and we will use reasonable efforts to correct the non-conformity. If we cannot do so within 30 days, you may end the affected subscription and receive a pro rata refund of prepaid fees.
3. Except as stated in this Agreement, and to the extent the law allows, all other warranties and conditions are excluded. The Services support your business processes; they are not professional, legal, tax or accounting advice.

Indemnities

1. We will defend you against any third-party claim that your authorised use of the Services infringes that party’s UK intellectual property rights, and pay the damages and costs finally awarded, provided you notify us promptly, let us control the defence, and cooperate reasonably.
2. If such a claim is made or likely, we may obtain the right for you to continue using the Services, modify them so they do not infringe, or end the affected subscription and refund prepaid fees for the remaining term.
3. This indemnity does not apply to claims caused by Customer Data, by combination with items we did not supply, or by use in breach of this Agreement. You will indemnify us on the same terms against claims arising from Customer Data or your breach of the acceptable use policy.

Limitation of liability

In shortEach side’s liability is capped at the fees paid in the last 12 months, with standard exceptions.

1. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, or for any liability that cannot be limited by law.
2. Neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, whether arising in contract, tort (including negligence) or otherwise.
3. Subject to the first clause in this section, each party’s total aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the fees paid and payable by you under this Agreement in the 12 months before the event giving rise to the claim.
4. Subject to the first clause in this section, our total liability for breach of the data processing addendum or our confidentiality obligations is limited to twice that amount.

Term and termination

In shortSubscriptions renew automatically unless either side gives notice. Either side can end it for serious breach.

1. This Agreement starts when you first accept it and continues while any Subscription Term is in effect.
2. Monthly subscriptions renew each month and can be cancelled at any time with effect from the end of the current month. Annual subscriptions renew for a further year unless either party gives at least 30 days’ notice before the renewal date.
3. Either party may terminate this Agreement or an Order with immediate effect by written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent or enters any analogous procedure.
4. On termination, your right to use the affected Services ends, you must pay fees due up to the termination date, and the data export and deletion terms in “Your data” apply. Clauses that by their nature should survive termination will do so.

General

1. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other and takes reasonable steps to mitigate.
2. Assignment. Neither party may assign this Agreement without the other’s consent, not to be unreasonably withheld, except to a successor in a merger or sale of substantially all of the relevant business.
3. Subcontracting. We may use subcontractors and sub-processors, and remain responsible for them. Sub-processors are listed on our sub-processors page.
4. Publicity. Neither party will use the other’s name or logo in publicity without written consent.
5. Notices. Notices must be in writing and sent to the email address in the Order or, for us, to legal@marsquared.com, with a copy to MAR Squared Ltd, 86-90 Paul Street, London, EC2A 4NE, United Kingdom.
6. Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Your own purchase order terms do not apply.
7. Changes. We may update these customer terms by giving at least 30 days’ notice. Changes apply from your next renewal unless they are required by law or are not to your detriment.
8. Third parties. No one other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
9. Severance and waiver. If any provision is found invalid, the rest remains in force. A delay in exercising a right is not a waiver of it.
10. Law and jurisdiction. This Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.