TERMS AND CONDITIONS FOR SOLUTIONS
Last updated on: 30 March 2026
These terms and conditions (the “agreement”) are between TEAREONE LTD., a limited company incorporated in England and Wales with company number 16390850 whose registered office is at 46-46a 2nd Floor, High Street, Olney, Buckinghamshire, United Kingdom, MK46 4BE (“we”, “us”, “our” and “TeareOne”) and the entity signing up for the Services (“you” or “Customer”). By clicking ‘accept’ or by using the Services, you are agreeing to be bound by this agreement.
If you are signing up for the Services on behalf of your employer, your employer will be the Customer. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to this agreement.
TeareOne provides a service through which the Customer can: (i) access subscriptions to certain solutions where TeareOne collects payment on behalf of the Provider; (iii) be introduced to certain Provider solutions, along with other ancillary services, such as access to DD information provided to TeareOne by each Provider. The Customer wishes to obtain and TeareOne wishes to provide the Services on the terms set out in this agreement.
Agreed terms
1. Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement:
“Access Term”: has the meaning given to such term in clause 5.1(a)(ii)(A) (Resold Software Order process).
“Applicable Data Protection Laws”:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which TeareOne is subject, which relates to the protection of personal data.
“Applicable Laws”: all applicable laws, statutes, regulation from time to time in force.
“Customer Data”: all data and information provided or otherwise made available by the Customer (or on the Customer’s behalf) to TeareOne in connection with this agreement.
“DD”: has the meaning given to it in clause 3.1(a)(i) (TeareOne’s responsibilities).
“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“Fees”: has the meaning given to it in clause 5.1(a)(ii)(B) (Resold Software Order process).
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.
“Introduced Software”: software or services solution made available by a Provider to which TeareOne has introduced the Customer under this agreement.
“Introduction”: the act of TeareOne referring or introducing the Customer to a Provider of the Introduced Software, whether by providing contact details, arranging meetings or demonstrations or otherwise facilitating initial communications.
“Order”: has the meaning given to such term in clause 5.1(b) (Order process).
“Provider”: a third party provider of software or other services.
“Provider Terms”: terms that the Provider requires the Customer to enter into in connection with the Software, including the end user licence agreement between the Provider and the Customer.
“Resold Software”: the software or services solution(s) operated and provided by a Provider and resold by TeareOne to the Customer under this agreement.
“Services”: has the meaning given to such term in clause 3.1 (TeareOne’s responsibilities).
“Software”: the Resold Software and the Introduced Software.
“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“VAT”: value added tax or any equivalent tax chargeable in the UK or elsewhere.
“Year”: in respect of an Order, means each successive period of twelve (12) months commencing on the first day of the Access Term and each anniversary of such date thereafter.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 ‘Person’ includes any individual, company or unincorporated body (whether or not having separate legal personality).
1.4 References to legislation include any amendments or re-enactments and subordinate legislation made under it.
1.5 ‘Including’, ‘in particular’ and similar expressions are illustrative, not limiting.
1.6 ‘Writing’ includes email but not fax.
2. Commencement and duration
2.1 This agreement shall commence on the date it is accepted and, unless terminated in accordance with the terms herein, shall continue until terminated in accordance with clause 12 (Termination).
3. TeareOne's responsibilities
3.1 TeareOne shall:
(a) use reasonable endeavours to:
(i) conduct appropriate desktop due diligence in respect of the Software, based solely on information made available by the relevant Provider (the “DD”);
(ii) subject to clause 11.4 (Limitation of liability), act as a point of contact and facilitator in relation to communications with the Provider regarding the Resold Software (but not, for the avoidance of doubt, as Customer’s agent or advisor); and
(iii) upon Customer’s request, Introduce the Customer to the relevant Provider of Introduced Software in accordance with clause 6 (Introduction); and
(b) upon the formation of an Order and the receipt of the applicable Fees in accordance with clause 5.1(b) (Resold Software Order process), submit an order for the Resold Software, and submit appropriate payment received from the Customer, to the appropriate Provider without undue delay.
(the “Services”).
3.2 TeareOne shall:
(a) perform the Services with the level of care, skill and diligence in accordance with good industry practice in TeareOne’s industry, profession or trade;
(b) use reasonable endeavours to meet any performance dates specified for the Services herein but any such dates shall be estimates only and time for performance by TeareOne shall not be of the essence of this agreement;
(c) to share a summary of the DD in respect of Software that the Customer has made an enquiry about with the Customer upon reasonable request; and
(d) maintain appropriate insurance coverage with a reputable insurer.
3.3 TeareOne shall, in the provision of the Services:
(a) comply with all applicable laws, regulations and sanctions relating to slavery, anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
(b) not engage in any activity, practice or conduct which would constitute an offence under (i) sections 1, 2 or 6 of the Bribery Act 2010; or (ii) sections 1, 2 or 4 of the Modern Slavery Act 2015, if such activity, practice or conduct had been carried out in the UK.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with TeareOne in all matters relating to the Services;
(b) provide to TeareOne in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) reasonably required by TeareOne in connection with the Services and ensure that they are accurate and complete in all material respects;
(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable TeareOne to provide the Services; and
(d) comply with the Provider Terms at all times.
4.2 If TeareOne's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, TeareOne shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
4.3 The Customer acknowledges and agrees that it is solely responsible for ensuring it has the correct permissions, authorisations and licences in order to access and use the Software.
5. Resold Software Order process
5.1 If the Customer informs TeareOne that it wishes to obtain access to Resold Software:
(a) TeareOne will:
(i) provide the Customer with access to the Software Terms;
(ii) issue an invoice to the Customer for the Resold Software, which will specify:
(A) the duration of the access being granted to the Resold Software (the “Access Term”); and
(B) the applicable fees (“Fees”) payable by the Customer to TeareOne for such access.
(b) Upon:
(i) receipt by TeareOne of the Fees; and
(ii) entry into the applicable Provider Terms by the Customer,
an “Order” will be deemed to have been made, and TeareOne will comply with clause 3.1(b) (Supplier’s responsibilities).
5.2 All Orders will be subject to the terms of this agreement. Additional terms may be set out in the Orders, as agreed between the parties.
5.3 Unless terminated earlier in accordance with this agreement or the Provider Terms, each Order will continue for the duration of the applicable Access Term, and expire at the end of it.
5.4 If a termination notice for this agreement is issued in accordance with clause 12 (Termination), the parties will not enter into any further Orders.
6. Introduction
6.1 The Customer may request that TeareOne makes an Introduction of the Customer to a Provider in relation to Introduced Software. If TeareOne choses, at its discretion, to make such Introduction then, following such Introduction:
(a) the Customer shall contract directly with the Provider for access to and use of the Introduced Software;
(b) TeareOne shall not be a party to, or have any responsibility for, any agreement entered into between the Customer and the Provider;
(c) notwithstanding anything to the contrary herein, TeareOne shall have no liability in relation to the Introduced Software; and
(d) the Customer shall pay any fees due for the Introduced Software directly to the Provider, and the Customer acknowledges that TeareOne has no obligation to remit any fees for the Introduced Software to the Provider.
7. Charges and payment for Resold Software purchased through TeareOne
7.1 In consideration of the provision of the Services by TeareOne, the Customer shall pay the Fees in respect of Resold Software:
(a) in respect of annual Fees: annually in advance on or before the start of each Year; and
(b) in respect of quarterly Fees, quarterly in advance on or before the start of each quarter of the Access Term; and
(c) in respect of monthly Fees: an initial payment equal to two (2) months’ Fees in advance, followed by monthly payments thereafter, such that the Customer has paid two (2) months’ Fees in advance at all times.
7.2 TeareOne may, by giving the Customer not less than thirty (30) days’ prior written notice, increase the Fees once in each Year to reflect a corresponding increase in the Provider’s fees. Any such increase shall take effect from the start of the next Year .
7.3 The Customer shall pay each invoice submitted to it by TeareOne on or before the first day of the applicable month, quarter or Year of the Access Term to a bank account nominated in writing by TeareOne from time to time. Invoices are submitted by email.
7.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay TeareOne any sum due under this agreement on the due date:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
(b) TeareOne or the Provider may suspend part or all of the Services until payment has been made in full.
7.5 All sums payable to TeareOne under this agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Representations and warranties
8.1 Each party represents and warrants that:
(a) in performing its obligations under this agreement, it will comply with all Applicable Laws;
(b) it has full right, power and authority to enter into and perform its obligations under this agreement; and
(c) it has all necessary rights, licences, consents and authorisations to disclose, transmit and otherwise make available to the other party any information, data, materials or content that it provides under or in connection with this agreement.
9. Intellectual property rights
9.1 The Customer acknowledges that all Intellectual Property Rights in the Software are owned by, or licensed to, the Provider, and that any licencing or granting of Intellectual Property Rights in the Software to the Customer will be contained within the Provider Terms. Nothing in this agreement grants the Customer any rights in or to the Software.
9.2 All Intellectual Property Rights in any materials or documentation provided by TeareOne under this agreement shall remain vested in TeareOne or its licensors. TeareOne grants the Customer a non-exclusive, non-transferable licence to use such materials only for the purposes of the Customer (1)(a) conducting its own assessment of the suitability of Software for Customer’s intended use, (b) assessing the compatibility of the Software with Customer’s systems, and (2) receiving and using the Services during the term of this agreement.
9.3 All Intellectual Property Rights in the Customer Data shall remain owned by the Customer. The Customer grants TeareOne a non-exclusive, royalty-free licence to use, copy and otherwise process the Customer Data solely as necessary to provide the Services and to perform its obligations under this agreement.
10. Confidentiality and data protection
10.1 Each party undertakes that it shall not at any time , disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2(a).
10.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
10.4 The parties do not anticipate that any personal data will be shared under this agreement. To the extent that any personal data is shared under this agreement:
(a) each party will comply with Applicable Data Protection Laws; and
(b) the parties will take reasonable steps to work together to agree such additional clauses as are necessary to ensure this agreement is compliant with Applicable Data Protection Laws.
10.5 The Customer grants TeareOne a non-exclusive, royalty-free licence during the term of this agreement to use the Customer’s name and logo in TeareOne’s marketing materials, proposals and on its website for the sole purpose of identifying the Customer as a client of TeareOne. Any other use of the Customer’s name or logo shall require the Customer’s prior written consent.
10.6 Customer acknowledges and agrees that Providers may require them to enter into agree direct confidentiality terms and conditions in the Provider Terms or in confidentiality agreements where additional information is requested of them that they deem (in their absolute discretion) to merit a direct obligation between Customer and Provider.
11. Limitation of liability
11.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, the total aggregate liability of either party (whether in contract, misrepresentation, tort or otherwise) arising out of or in connection with any loss or damage suffered by the other party under or in connection with this agreement, shall be limited to:
(a) if the liability arises under the Provider Terms and is in respect of Resold Software, the amount set out in such terms that is paid to TeareOne by the Provider in respect of the relevant breach;
(b) if the liability relates to a specific Order and does not arise out of the Provider Terms but arises as a consequence of a default by TeareOne of these terms, 20% of the total fees paid by the Customer to TeareOne under such Order in the twelve (12) months immediately preceding the date on which the claim arose;
(c) In all other circumstances, £1,000.
11.3 Subject to clause 11.1, neither party shall be liable to the other party for any:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
11.4 TeareOne shall have no responsibility or liability for the acts or omissions of any third party, including the Providers. The Customer acknowledges that the Software is provided by a third-party in accordance with the Provider Terms. TeareOne shall not be responsible or liable for the performance, availability or functioning of the Software, which remain the responsibility of the applicable Provider. The Customer acknowledges and agrees that any customer service issues, performance issues or errors with or in connection to the Software must be resolved between the Customer and the relevant Provider directly.
11.5 TeareOne makes no representation, warranty or undertaking as to the performance, quality, availability or fitness of the Software for any particular purpose. The Customer is solely responsible for assessing whether the Software meets its requirements before entering into an Order or requesting an Introduction and for its ongoing use of the Software.
11.6 TeareOne makes no representation, warranty or undertaking as to the completeness or accuracy of any of the DD. The Customer acknowledges that the DD is based on information provided by the Software Provider, and TeareOne has no control over, responsibility for or liability regarding the, completeness, truthfulness or accuracy of such information. The Customer shall at all times exercise its own judgement in the use of and reliance upon the DD. The DD is not a substitute for the Customer’s own internal due diligence, including in relation to the Software Provider’s financial standing and IT infrastructure.
11.7 The express terms of this agreement are in lieu of all other warranties, conditions, undertakings, representations, terms and obligations, whether express or implied by statute, common law trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent by law.
12. Termination
12.1 Either party may terminate this agreement by providing the other party with no less than thirty (30) days’ prior written notice, in which case the agreement will terminate:
(a) where there are any Orders in effect, on the date when all Orders have expired or been completed; and
(b) where there are no Orders in effect, upon expiry of the thirty (30) day notice period.
12.2 If the agreement for Resold Services between a Provider and TeareOne is terminated, Customer agrees to the transition of relevant Services from TeareOne to the Provider.
12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement and / or any Order with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement (including Customer’s failure to comply with clause 7.3) and (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;
(b) in respect of any Order only, Provider terminates it’s agreement with Customer under the Provider Terms;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this subclause (c);
(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(f) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the agreement is in jeopardy.
12.4 Without affecting any other right or remedy available to it, TeareOne may terminate this agreement and any Order with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement or such Order on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment.
13. Effect of termination
13.1 On termination or expiry of this agreement:
(a) the Customer shall immediately pay to TeareOne all of TeareOne's outstanding unpaid Fees, invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, TeareOne may submit an invoice, which shall be payable immediately on receipt;
(b) all Orders then in effect shall immediately expire (unless transitioned to the relevant Provider as a result of termination of the agreement between TeareOne and the relevant Provider);
(c) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect; and
(d) termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
14. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate this agreement by giving thirty (30) days’ written notice to the affected party. This clause 14 shall not apply to the Customer’s payment obligations under this agreement.
15. General
15.1 Assignment. Neither party may assign, transfer or deal in any other manner with any of its rights or obligations under this agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed).
15.2 Entire agreement. This agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations or understandings relating to the same subject matter. TeareOne’s website terms of use are in relation to a separate subject matter.
15.3 Variation. No variation of this agreement shall be effective unless made in writing and signed by or on behalf of each party.
15.4 Waiver. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.
15.5 Severance. If any provision of this agreement is found to be invalid or unenforceable, it shall be deemed deleted, but the rest of the agreement shall remain in full force and effect.
15.6 No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership, joint venture, or agency relationship between the parties. Neither party shall have authority to act as agent for, or to bind, the other in any way, save that Customer may instruct TeareOne to submit an order to a Provider on it’s behalf. In such circumstances TeareOne will not sign Provider Terms on behalf of Customer and Customer must sign on its own behalf.
15.7 Counterparts. This agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.
15.8 Notices. Any notice or other communication given under or in connection with this agreement must be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the address or email address last notified by the receiving party. A notice delivered by hand shall be deemed received on signature of a delivery receipt. A notice sent by post shall be deemed received at 9.00 am on the second business day after posting. A notice sent by email shall be deemed received at the time of transmission, provided that no delivery failure notification is received.
15.9 Third party rights. No person other than a party to this agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
15.10 Governing law and jurisdiction. This agreement and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.