Customer Agreement

1. Parties and how this agreement works

1. 1.1 This agreement is between [Company name], a company registered in England and Wales with number [company number] whose registered office is at [registered address] (“LinkSync”, “we”, “us”), and the organisation named in the Order (the “Customer”, “you”).
2. 1.2 This agreement starts on the date the first Order is signed or accepted online by someone with authority to bind you (the “Effective Date”).
3. 1.3 This agreement is made up of: (a) each Order; (b) these terms; (c) the Data Processing Agreement; (d) the Acceptable Use Policy; and (e) the Service Level Schedule in clause 10.
4. 1.4 If these documents conflict, they apply in this order: (1) the Data Processing Agreement, for anything about personal data; (2) any special terms in an Order that expressly say they override these terms; (3) these terms; (4) the rest of the Order; (5) the Acceptable Use Policy.
5. 1.5 This agreement is for business use. You confirm you are entering into it for the purposes of your organisation and not as a consumer.
6. 1.6 No terms you include in a purchase order, supplier portal or similar document apply, even if we accept or sign it, unless we have expressly agreed them in a signed Order.

2. Definitions

Affiliate

Any organisation that controls, is controlled by, or is under common control with a party.

Customer Data

All information, including personal data, that you, your Users, or the service on your behalf put into LinkSync, including Visit Records. It does not include Service Data.

Data Protection Law

The UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any other law about personal data that applies, each as amended, including by the Data (Use and Access) Act 2025.

Documentation

The user guides, help pages and setting descriptions we publish for LinkSync, as updated from time to time.

Face Check

The optional feature that confirms, using a short live selfie matched to an enrolment photo, that the person clocking in is the vetted worker.

Fees

The charges set out in an Order.

GeoSync

A device we supply that is fixed at a Place and tapped with a Registered Phone to clock in and out.

Occupant

A person who lives at, works at or otherwise occupies a Place, or whom you serve there (for example a resident, tenant, customer or site occupant), whatever term you use for them.

Order

An order form, quote or online sign-up we accept, setting out the subscription, quantities, Fees and Subscription Term.

Place

A building, address, room, site or other location you set up in LinkSync where visits happen.

Registered Phone

The one phone a User has registered with LinkSync. Each person has one Registered Phone across all organisations, and each phone holds one person’s account.

Service

LinkSync’s hosted visit verification service, including the app, the web admin, the API, exports [and, once built, webhooks], GeoSync activation, and support, as described in the Documentation.

Service Data

Information about how the Service is used and performs, such as uptime, error logs, security events and usage counts, which we use to run, secure and improve the Service. Where Service Data includes personal data, it is handled as described in the Data Processing Agreement and our privacy notice.

Subscription Term

The period set out in an Order, and any renewal.

User

A person you authorise to use the Service, such as your employees, agency or bank workers, volunteers, contractors, or guests such as commissioners and auditors.

Verification Rules

The checks, thresholds and logic LinkSync uses to decide whether a visit is Verified, needs review or is Flagged, as versioned and published by us.

Visit Record

The evidence the Service creates about a visit, including clock-in and clock-out times, location, check results and review outcomes.

Working Day

Any day other than a Saturday, Sunday or public holiday in England.

3. Subscription and Orders

1. 3.1 During the Subscription Term, we grant you a non-exclusive, non-transferable right for your Users to use the Service, for your internal purposes, in line with this agreement, the Documentation and the quantities in your Order.
2. 3.2 Each Order sets out the subscription, the pricing basis (for example, per active User, per Place or per GeoSync), the number of GeoSyncs to be supplied, the Subscription Term, and any special terms. [Pricing basis to be confirmed.]
3. 3.3 You may increase quantities at any time. Increases are charged pro rata for the rest of the current billing period. You may reduce quantities only at renewal, unless your Order says otherwise.
4. 3.4 If your use exceeds the quantities in your Order, we will tell you, and you will either reduce your use or pay for the excess at the rates in your Order from the date it began.
5. 3.5 Your Affiliates may use the Service under your subscription if your Order says so. You are responsible for their compliance. An Affiliate may also sign its own Order under these terms, which then forms a separate agreement.
6. 3.6 If we offer a trial, pilot or early-access feature, it is provided as it is, for evaluation, for the period we tell you. Clauses 10 (service levels), 16 (warranties) and 17.1 (our indemnity) do not apply to it, and our total liability for it is limited to [amount]. The Data Processing Agreement and our security commitments still apply in full.

4. The service

1. 4.1 We will provide the Service with reasonable skill and care, in line with the Documentation and good industry practice.
2. 4.2 The Service is a proof-of-presence clock. Workers clock in and out by tapping a GeoSync with their Registered Phone. The Service checks each visit and shows you the result. It does not record visit notes or details of the work done, and it is not a case management, rostering, payroll or HR system.
3. 4.3 While a worker is clocked in, the Service records the location of their Registered Phone about once a minute, and stops when they clock out. It never records location when a worker is not clocked in. You may not ask us to change this.
4. 4.4 We store and process Customer Data in the UK, except as described in the Data Processing Agreement.
5. 4.5 You can configure the Service within the options it offers, including your organisation’s structure, the words it uses, roles and permissions, planned visits, notifications, integrations and retention periods within the ranges we allow.
6. 4.6 The Service lets you connect other systems through the API and exports [and, once built, webhooks]. You choose what to connect. We are not responsible for systems we don’t provide, or for Customer Data once it has been sent to them at your instruction.
7. 4.7 Evidence in the Service is append-only. Nobody, including us and you, can change a Visit Record once it is made. Reviews of flagged visits are added alongside the record and do not change it.
8. 4.8 The Face Check is only switched on for you once you have recorded the legal sign-off described in clause 7.6. Once switched on, it applies to visits as our Verification Rules set out.

5. Verification rules

1. 5.1 We set the Verification Rules for every customer. They are the same for everyone, so that a Verified visit means the same thing at every organisation, and evidence can be compared and relied on. You can see the Verification Rules that apply to you, but you can’t change them, switch off a check, or switch off the Face Check once it is live.
2. 5.2 We may adjust a rule for a particular service where conditions justify it, for example a wider distance allowance for a rural area. We decide this, usually at your request.
3. 5.3 Every change to the Verification Rules is approved by two people at LinkSync, given a version number, and announced to all customers with release notes before it takes effect, unless it must be made urgently to fix a security problem, in which case we will tell you as soon as we reasonably can.
4. 5.4 Verification results are evidence to help you make decisions. They are not decisions. A result that needs review or is Flagged is not proof that anyone did anything wrong. You are responsible for any decision you make using them, including decisions about pay, conduct or concerns about someone’s welfare or safety (clause 7.8).
5. 5.5 We monitor how the checks perform across all customers, including how often Face Checks fail to confirm people, so we can find and fix unfairness and inaccuracy. We use this information for that purpose only, and as described in the Data Processing Agreement.
6. 5.6 No verification method is perfect. The Service is designed to make faking a visit very hard and to detect it when it is tried, but we do not promise that it will detect every false visit or that every Verified visit is genuine.

6. GeoSyncs

1. 6.1 Supply. We supply GeoSyncs in the numbers set out in your Order, prepared for use by your organisation only. A GeoSync prepared for one customer won’t work for another.
2. 6.2 Ownership. [GeoSyncs remain our property throughout / Ownership of each GeoSync passes to you on payment.] Risk of loss or damage passes to you on delivery. [Solicitor and LinkSync to decide.]
3. 6.3 Fitting. Your trained staff fit GeoSyncs using the steps shown in the app. Before fitting a GeoSync at a Place where people live, you must record in the Service that each person who lives at or occupies it has agreed, or that a lawful decision has been made for them (for example a best-interests decision under the Mental Capacity Act 2005, or the agreement of someone with lasting power of attorney). You are also responsible for any permission needed from the owner or occupier for fixings.
4. 6.4 Approval and activation. We review every GeoSync installation and approve or reject it. A GeoSync can only be used for visits once we have approved it. We aim to decide within [2] Working Days. If we reject an installation, we will say why. LinkSync staff who approve installations see only what they need to make that decision, and every look is recorded in your audit trail.
5. 6.5 Looking after GeoSyncs. You must keep unissued GeoSyncs secure, keep a record of where each one is, and not move a GeoSync once fitted. To move one, decommission it and fit a new one. You must tell us promptly if a GeoSync is lost, stolen, damaged or reports tampering.
6. 6.6 Removal. You must remove and decommission a GeoSync when an Occupant withdraws their agreement, moves out, or your visits to that Place end, within the times in the LinkSync Policy Pack. A decommissioned GeoSync is permanently blocked and must not be reused.
7. 6.7 Faults. If a GeoSync is faulty on delivery, or fails within [12] months through no fault of yours, we will replace it free of charge. Replacements for GeoSyncs that are lost, damaged by anyone other than us, or removed early are charged at [amount] each.
8. 6.8 Our right to deactivate. We may deactivate a GeoSync if it reports tampering, appears to have been moved, copied or relayed, or if we reasonably believe it has been compromised. We will tell you promptly and explain why.
9. 6.9 At the end. When this agreement ends, all GeoSyncs are deactivated. [You must remove them and return them to us / remove and dispose of them securely, as we instruct,] within [30] days.

7. Your responsibilities

1. 7.1 Lawful basis. As controller of Customer Data, you are responsible for having a lawful basis for the processing you instruct us to carry out, including any condition needed for health information and, if you use Face Checks, biometric information.
2. 7.2 Telling your staff. Before a User first uses the Service, you must give them a privacy notice that explains clearly what the Service records, including location while clocked in and, if you use them, Face Checks. Our privacy notice and the LinkSync Policy Pack are there to help, but they do not replace your own.
3. 7.3 Consulting your staff. You are responsible for consulting your staff and, where there is one, their recognised trade union, about introducing the Service, and for updating employment contracts or workplace policies where needed.
4. 7.4 Telling Occupants. You must explain the Service to Occupants, or the people who act for them, in a way they can understand, before a GeoSync is fitted at a Place where they live, and respect their choice if they say no or later change their mind.
5. 7.5 Impact assessment. Before go-live you must complete a data protection impact assessment and, if you rely on legitimate interests, a legitimate interests assessment. We will help as set out in the Data Processing Agreement.
6. 7.6 Face Check sign-off. Before we switch on the Face Check for you, you must record in the Service: your impact assessment reference, your signed appropriate policy document, and confirmation that your legal adviser and data protection lead have approved its use. You are responsible for considering whether to consult the Information Commissioner first, for an equality impact assessment, and for making reasonable adjustments for workers who need them.
7. 7.7 Identity checks. You remain responsible for your own pre-employment checks, including right-to-work and criminal record checks. When a worker enrols for the Face Check, one of your managers confirms their enrolment photo matches the identification you checked.
8. 7.8 Fair decisions. You must make sure a person reviews any flagged visit before any action is taken, that the worker is told and can give their side and challenge the outcome, and that no decision about pay, discipline or barring is based on a verification result alone.
9. 7.9 Your services and safety. You remain responsible for the services you provide, for rostering, for responding to missed or late visits, for acting on concerns about someone’s welfare or safety, and for meeting the requirements of your regulators, clients, commissioners and funders. The Service supports these responsibilities but does not take them over.
10. 7.10 Accurate set-up. You are responsible for the accuracy of the information you put into the Service, such as Occupants’ names and addresses and planned visits, and for keeping it up to date.
11. 7.11 What not to put in. You must not put notes about the people you visit, clinical information, or special category data into custom fields or free text, except where the Documentation says a field is designed for it.
12. 7.12 Compliance. You will use the Service in line with this agreement, the Documentation, the Acceptable Use Policy and the law, and make sure your Users do too. You are responsible for what your Users do in the Service.

8. Users and access

1. 8.1 You decide who your Users are and what roles they have. You must always have at least one active administrator for your whole organisation, [who uses a second sign-in step, once that is available].
2. 8.2 Each User must accept our Terms of use. Each User has one Registered Phone across all organisations. This is fixed for the whole platform and can’t be changed for any customer.
3. 8.3 You must remove a User’s access promptly when they no longer need it. Removing a User blocks their access to your organisation straight away.
4. 8.4 Some safeguards can’t be switched off, including that nobody can approve their own phone change or the review of their own visit, and that sensitive permissions can only be given by people who hold them.
5. 8.5 If you believe a User’s account or phone has been compromised, you must block it and tell us promptly.
6. 8.6 Access to your Customer Data within LinkSync is limited to the staff who need it to run, support and secure the Service, and what they do in the Service is logged. [Before launch: support staff see your Customer Data only through time-limited access that you approve, recorded in your audit trail, except where we need access urgently to deal with a security incident, in which case we will tell you as soon as we can.]

9. Fees, invoicing and late payment

1. 9.1 You will pay the Fees set out in each Order. Unless the Order says otherwise, subscription Fees are invoiced [annually / monthly] in advance, and GeoSync and other one-off charges are invoiced on delivery.
2. 9.2 Invoices are payable within [30] days of the invoice date, by bank transfer or another method we agree. If you need a purchase order number on invoices, you must give it to us before the invoice date; not having one does not delay payment.
3. 9.3 Fees exclude VAT, which you will pay at the rate that applies.
4. 9.4 If you dispute an invoice in good faith, you must tell us in writing within [14] days of receiving it, with your reasons, and pay the undisputed part on time. Both of us will try to resolve the dispute promptly.
5. 9.5 If you don’t pay an undisputed amount on time, we may charge interest on it from the due date until payment at [4]% a year above the Bank of England base rate, or alternatively claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
6. 9.6 If an undisputed amount is more than [30] days overdue, we may suspend the Service under clause 11.3 after giving you at least [14] days’ written notice.
7. 9.7 We may increase Fees at renewal by giving you at least [60] days’ written notice before the renewal date. [Optional: any increase will not exceed [the annual change in the UK Consumer Prices Index plus [x]%].]
8. 9.8 Fees are non-refundable, except where this agreement says otherwise (for example clauses 10.6, 20.4 and 24.3).

10. Service levels and support

Availability

1. 10.1 We aim to make the Service available [99.5]% of the time in each calendar month, measured as the time the core functions (clocking in and out, the web admin and the API) can be used, excluding planned maintenance and the exclusions in clause 10.4.
2. 10.2 We will give at least [5] Working Days’ notice of planned maintenance that may interrupt the Service, and carry it out at quiet times where we can. Planned maintenance will not exceed [8] hours a month.
3. 10.3 When the app has no connection, it stores taps securely and sends them later, so short outages don’t stop workers clocking in. Visits recorded this way are marked as recorded offline and can be at most “needs review”.
4. 10.4 Availability does not include problems caused by: you or your Users breaking this agreement; phones, networks or systems we don’t provide; events under clause 22; suspension under clause 11; or features labelled as trial or early access.

Support

1. 10.5 We provide support by email at support@linksync.co.uk and [other channels] from [9am to 5pm] on Working Days, and for urgent issues [24 hours a day / during extended hours set out in your Order]. We aim to respond within these times:

   Priority	Example	First response	Updates
   1. Critical	Nobody can clock in, or a suspected security breach	[1 hour]	[Every 2 hours] until fixed or worked around
   2. High	A core feature is not working for many Users	[4 working hours]	[Daily]
   3. Normal	A feature is not working as described, with a workaround	[1 Working Day]	[As agreed]
   4. Low	A question or a request for a change	[3 Working Days]	[As agreed]

Service credits

1. 10.6 If we miss the availability target in a month, you can claim a service credit against your next invoice: [10]% of that month’s subscription Fees below [99.5]%, [25]% below [99.0]%, and [50]% below [95.0]%. You must claim within [30] days of the end of the month.
2. 10.7 Service credits are a price adjustment, not a penalty, and are your only financial remedy for missing the availability target, unless the failure also amounts to a material breach under clause 20.2. [Solicitor to confirm.]
3. 10.8 We will publish service status and tell you about significant incidents affecting you, what we are doing about them, and a summary of the cause once they are resolved.

11. Suspension

1. 11.1 We may suspend a particular User, Registered Phone or GeoSync straight away if we reasonably believe it has been compromised, is being misused, or is a threat to the security or integrity of the Service or the evidence in it. We will tell you promptly and explain why.
2. 11.2 We may suspend all or part of your access to the Service if we reasonably believe it is necessary to prevent serious harm to the Service, other customers, Occupants or the public, or if the law requires it.
3. 11.3 We may suspend your access for non-payment as set out in clause 9.6.
4. 11.4 Any suspension will be no wider and last no longer than reasonably necessary. Where we can, we will give you notice first and a chance to fix the problem. During suspension, Customer Data is kept safe and is not deleted, and we will lift the suspension as soon as the reason for it has been dealt with.
5. 11.5 Because a suspension may stop workers recording visits, we will always tell you before suspending your whole organisation for non-payment, so you can arrange other ways of recording visits.

12. Confidentiality

1. 12.1 “Confidential Information” means information one party (the discloser) shares with the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Our pricing, the Verification Rules’ inner workings, security information and non-public parts of the Service are ours.
2. 12.2 The recipient will: use Confidential Information only to perform this agreement; protect it with at least reasonable care; and share it only with its and its Affiliates’ employees, contractors and professional advisers who need to know it and are bound by duties of confidentiality at least as strict as this clause.
3. 12.3 This clause does not apply to information that: is or becomes public through no fault of the recipient; the recipient already lawfully had; it receives lawfully from someone else without a duty of confidence; or it develops independently.
4. 12.4 The recipient may disclose Confidential Information if the law, a court or a regulator requires it. Where lawful, it will tell the discloser first and disclose only what is required.
5. 12.5 You may share Visit Records and reports with your commissioners, funders, regulators and auditors in the normal course of your work.
6. 12.6 If either party is subject to the Freedom of Information Act 2000, the other will provide reasonable help with any request, and the party receiving the request will consult the other before disclosing its Confidential Information where it reasonably can.
7. 12.7 This clause lasts for [5] years after this agreement ends, and for as long as the information stays confidential in the case of Customer Data and security information.

13. Intellectual property and feedback

1. 13.1 We and our licensors own all rights in the Service, the Documentation, the GeoSync design and the software on it, the Verification Rules, Service Data, and everything we create in providing the Service. Nothing in this agreement transfers those rights to you.
2. 13.2 You own Customer Data. You give us a licence to use it only as needed to provide the Service and as permitted by the Data Processing Agreement.
3. 13.3 You must not, and must not let anyone else: copy, modify or make products based on the Service; reverse-engineer it except where the law allows; resell or provide it to third parties; use it to build a competing product; or remove our notices.
4. 13.4 We may use feedback and suggestions you give us freely, without owing you anything. We won’t identify you as their source without your permission.
5. 13.5 We may use statistics derived from the Service that do not identify you, any person, or any Place, to run, secure and improve the Service. We will not sell Customer Data or use it to train systems for anyone else.
6. 13.6 We may name you as a customer only with your written permission.

14. Data protection

1. 14.1 The Data Processing Agreement forms part of this agreement. It explains how we process Customer Data on your behalf as your processor.
2. 14.2 You are the controller of Customer Data. We are the controller of a limited set of information we need to run LinkSync for everyone, such as each User’s sign-in details and Registered Phone, our security records, and the Verification Rules. The Data Processing Agreement explains this.
3. 14.3 Each party will comply with Data Protection Law in performing this agreement.
4. 14.4 We will not sell Customer Data, use it for advertising, or use it for any purpose other than providing the Service, except as the Data Processing Agreement allows.

15. Security

1. 15.1 We will maintain the technical and organisational security measures described in Annex 2 of the Data Processing Agreement, and will not materially reduce the overall level of protection they give during the Subscription Term.
2. 15.2 We will have the Service independently tested for security at least once a year, and give you a summary of the results on request, under confidentiality.
3. 15.3 [We hold [certification] and will maintain it, or an equivalent, during the Subscription Term.]
4. 15.4 You are responsible for the security of your own systems, the devices your Users use, and the accounts and sign-in methods of your Users. Users need phones listed on our Supported phones page. We may raise the minimum phone or operating system version when Apple or Google stop supporting a version, giving you at least [3 months’] notice.

16. Warranties

1. 16.1 Each party warrants that it has the authority to enter into this agreement.
2. 16.2 We warrant that during the Subscription Term: (a) the Service will perform materially as described in the Documentation; (b) we will not materially reduce the Service’s core functions; and (c) we will use good industry practice to keep the Service free of malicious code.
3. 16.3 If we breach clause 16.2, you must tell us with reasonable detail. We will use reasonable efforts to fix the problem. If we can’t within [30] days, you may end the affected Order and receive a refund of prepaid Fees for the period after it ends. This is your only remedy for breach of clause 16.2, without affecting your rights under clause 20.2 for material breach.
4. 16.4 You warrant that you have the rights, permissions and lawful basis needed for us to process Customer Data as this agreement describes, and that you will have the agreements required by clause 6.3 before a GeoSync is fitted.
5. 16.5 Except as set out in this agreement, all warranties, conditions and terms implied by law are excluded to the extent the law allows. We do not promise that the Service will be uninterrupted or error-free, or that it will detect every false visit.

17. Indemnities

1. 17.1 Our indemnity. We will defend you against any claim by a third party that your use of the Service in line with this agreement infringes their UK intellectual property rights, and pay any damages and costs finally awarded or agreed in settlement. If such a claim is made or we think it likely, we may get you the right to keep using the Service, change it so it doesn’t infringe, or, if neither is reasonably possible, end the affected Order and refund prepaid Fees for the period after it ends. We have no duty under this clause for claims caused by Customer Data, your changes, combinations with things we didn’t provide, or use in breach of this agreement.
2. 17.2 Your indemnity. You will defend us against any claim by a third party arising from: (a) Customer Data, or our processing of it in line with your instructions, infringing someone’s rights or the law; (b) a GeoSync fitted without the agreement or permissions required by clause 6.3; or (c) a decision you made using the Service, such as one about a worker’s pay or conduct; and pay any damages and costs finally awarded or agreed in settlement.
3. 17.3 Conditions. The party seeking protection must: tell the other promptly; let it control the defence and settlement (but no settlement may admit fault on the protected party’s behalf without its agreement); give reasonable help, at the other’s cost; and take reasonable steps to reduce its loss.
4. 17.4 This clause 17 sets out each party’s only liability for the third-party claims it covers.

18. Limitation of liability

1. 18.1 No limit. Nothing in this agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your duty to pay Fees; or (d) anything else that cannot be limited or excluded by law.
2. 18.2 Excluded loss. Subject to clause 18.1, neither party is liable for: loss of profits, revenue, business, contracts or anticipated savings; loss of goodwill; or any indirect or consequential loss, in each case however it arises.
3. 18.3 General cap. Subject to clauses 18.1, 18.4 and 18.5, each party’s total liability arising out of or in connection with this agreement in each Contract Year is limited to the greater of: (a) the Fees paid and payable by you in the 12 months before the event giving rise to the claim; and (b) [amount]. “Contract Year” means each 12-month period from the Effective Date.
4. 18.4 Data protection cap. Subject to clause 18.1, each party’s total liability for breach of clause 14, the Data Processing Agreement or clause 12 in respect of Customer Data is limited to [amount / [x] times the Fees paid and payable in the previous 12 months] in aggregate. This is separate from and in addition to the general cap.
5. 18.5 Indemnity cap. Each party’s liability under clause 17 is limited to [amount]. [Solicitor to confirm whether the indemnities should be uncapped.]
6. 18.6 Data loss. Our liability for loss or corruption of Customer Data is limited to restoring it from our most recent backup, except where the loss was caused by our breach of the Data Processing Agreement, in which case clause 18.4 applies.
7. 18.7 Service outcomes. The Service helps you prove visits happened. It does not deliver your services, and we are not responsible for the quality, safety or outcomes of your services or of Occupants, for missed or late visits, or for decisions you make using the Service, except to the extent caused by our breach of this agreement.
8. 18.8 Service credits count towards the general cap.

19. Term and renewal

1. 19.1 This agreement lasts from the Effective Date until all Orders have ended, unless it ends earlier under clause 20.
2. 19.2 Each Order lasts for its Subscription Term. Unless the Order says otherwise, it renews automatically for further periods of [12] months unless either party gives at least [60] days’ written notice before the end of the current term. We will remind you at least [90] days before an automatic renewal.

20. Termination

1. 20.1 Either party may end this agreement or an Order by giving notice in line with clause 19.2.
2. 20.2 Either party may end this agreement immediately by written notice if the other: (a) commits a material breach that cannot be put right, or that it fails to put right within [30] days of being asked in writing; or (b) becomes insolvent, enters administration or liquidation (other than a solvent reorganisation), has a receiver appointed, makes an arrangement with its creditors, or anything equivalent happens.
3. 20.3 We may end this agreement by written notice if undisputed Fees remain unpaid [60] days after the due date and after we have given you at least [14] days’ further written notice.
4. 20.4 If you end this agreement under clause 20.2 because of our breach, or under clause 24.3 because of a change you object to, we will refund any prepaid Fees for the period after it ends. If we end it under clause 20.2 or 20.3 because of your breach, you must pay any unpaid Fees for the rest of the current Subscription Term.
5. 20.5 When this agreement ends: your right to use the Service ends, subject to the exit period in clause 21; all GeoSyncs are deactivated; each party returns or destroys the other’s Confidential Information (subject to clause 21 and to copies the law requires a party to keep); and you pay any Fees due.
6. 20.6 Clauses that by their nature are meant to continue, including 12, 13, 17, 18, 21 and 27, survive the end of this agreement.

21. Exit, data return and deletion

1. 21.1 For [30] days after this agreement ends (the “Exit Period”), you will have read-only access to the web admin, and [LinkSync will export your Customer Data for you on request, including Visit Records, review outcomes and your audit trail, in commonly used machine-readable formats. Self-service export of your whole organisation’s data is not yet available]. Workers will not be able to clock in during the Exit Period.
2. 21.2 If you ask during the Exit Period, we will provide a full export of your Customer Data. Standard exports are free. Any additional help with migration is charged at our rates then current, agreed in advance.
3. 21.3 After the Exit Period, [we will delete Customer Data within [30] days, and confirm in writing when we have done so; this is done by LinkSync, not yet automatically]. Copies in backups are overwritten in the normal backup cycle, within [35] days, and are protected and not used in the meantime.
4. 21.4 We may keep Customer Data after this only where the law requires it, or where a legal hold you placed is still in force and you ask us in writing to keep it, in which case we keep it secure, use it for no other purpose, and delete it once the requirement ends.
5. 21.5 Because Visit Records are often needed for years after a service ends (for example for audits and claims), you are responsible for exporting and keeping what you need before the Exit Period ends.
6. 21.6 Information we hold as a controller, such as a User’s sign-in details and Registered Phone where they still work for another customer, is not deleted as part of exit, and is kept as our privacy notice describes.

22. Events outside our control

1. 22.1 Neither party is liable for delay or failure in performing this agreement caused by events outside its reasonable control, such as natural disasters, pandemics, war, terrorism, civil unrest, government action, failure of public utilities or telecommunications networks, or widespread internet or phone network outages. This does not include a party’s own lack of funds, or failures of its own subcontractors that it could reasonably have guarded against.
2. 22.2 The affected party must tell the other promptly, take reasonable steps to reduce the effect, and continue performing as soon as it can. We will maintain and test business continuity and disaster recovery plans designed to reduce the effect of such events.
3. 22.3 If such an event prevents a party from performing a material part of this agreement for more than [30] days in a row, the other may end the affected Order by written notice and, if you end it, we will refund prepaid Fees for the period after it ends.

23. Subcontracting and assignment

1. 23.1 We may use subcontractors to help provide the Service. We remain responsible for their work as if it were our own. Sub-processors of personal data are dealt with in the Data Processing Agreement and on our Sub-processors page.
2. 23.2 Neither party may transfer this agreement without the other’s written agreement, which must not be unreasonably withheld, except that either party may transfer it as a whole, on written notice, to an Affiliate or to a buyer of all or substantially all of the business or assets it relates to, as long as the new party is bound by this agreement and is not a competitor of the other party.

24. Changes to the service and this agreement

1. 24.1 We continually improve the Service and may change it. We will not make a change that materially reduces the Service’s core functions or security, or the protection of Customer Data, during a Subscription Term.
2. 24.2 We may update these terms, the Acceptable Use Policy and the Data Processing Agreement by giving at least [60] days’ written notice. Changes take effect for you at your next renewal, unless they are needed to comply with the law or a regulator, to deal with a security risk, or are not to your disadvantage, in which case they take effect on the date in the notice.
3. 24.3 If a change that takes effect during your Subscription Term materially disadvantages you, you may end the affected Order by written notice within [30] days of our notice, and we will refund prepaid Fees for the period after it ends.
4. 24.4 Changes to Orders must be agreed in writing by both parties.

25. Notices

1. 25.1 Notices under this agreement must be in writing and sent by email or delivered by hand or by recorded post. Our address for notices is legal@linksync.co.uk and [registered address]. Yours is the contact set out in the Order, which you must keep up to date.
2. 25.2 A notice is received: by email, at the time it is sent if within business hours on a Working Day, otherwise at 9am on the next Working Day; by hand, on delivery; by recorded post, two Working Days after posting.
3. 25.3 Notices of breach, termination or a claim must also be sent by post or hand, as well as by email.
4. 25.4 We may give operational notices, such as maintenance, release notes and changes to sub-processors, through the web admin or by email to your administrators.

26. General

1. 26.1 Entire agreement. This agreement is the whole agreement between the parties about its subject and replaces any earlier agreement, understanding or representation about it. Each party confirms it has not relied on any statement not set out in this agreement. Nothing in this clause limits liability for fraud.
2. 26.2 Variation. Except as set out in clause 24, changes to this agreement are only valid if agreed in writing and signed (including electronically) by both parties.
3. 26.3 Waiver. A delay in enforcing a right is not a waiver of it.
4. 26.4 Severance. If any part of this agreement is found invalid or unenforceable, the rest still applies, and the parties will agree a valid replacement that is as close as possible to the original intent.
5. 26.5 Third parties. No one other than the parties has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
6. 26.6 Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture or employment relationship.
7. 26.7 Anti-bribery and modern slavery. Each party will comply with the Bribery Act 2010 and the Modern Slavery Act 2015.
8. 26.8 Counterparts and e-signature. This agreement and any Order may be signed electronically and in counterparts.

27. Governing law and disputes

1. 27.1 This agreement, and any dispute or claim arising out of or in connection with it (including non-contractual ones), is governed by the law of England and Wales.
2. 27.2 If a dispute arises, either party may give written notice of it. Senior representatives of each party will meet (in person or online) within [10] Working Days to try to resolve it in good faith.
3. 27.3 If the dispute is not resolved within [20] Working Days of the notice, the parties may agree to try mediation under the [Centre for Effective Dispute Resolution Model Mediation Procedure] before going to court.
4. 27.4 The courts of England and Wales have exclusive jurisdiction. Nothing in this clause stops either party seeking urgent relief from a court, such as an injunction, at any time.