Progression Customer Terms of Service

Last updated: 14 Feb 2023

Please read these terms carefully before you submit to us your order for a Progression subscription. If you think that there is a mistake in these terms or they require any changes, please contact us to discuss at [email protected] or by visiting progressionapp.com/contact.

These Customer Terms of Service set out the terms of a contract between us and our customers. It describes the Progression service we will provide to you, how we will work together, and other aspects of our business relationship. We cannot provide the Progression service to you unless you agree to them. We are Make and Grow Ltd, a limited company registered in England and Wales under company number 11495051. We are referred to as “Progression” in these Terms.

Your attention is drawn in particular to the limits of liability in section 14, and section 1.7 which sets out our reliance on Admin Users having your authority to instruct us as to your choices and preferences in respect of the Progression service, including in relation to the importing and exporting of user data from your user’s accounts.

You agree to these Terms on behalf of the entity or organisation whose details you enter on our website as subscribing to the Progression service. By doing so, you are representing to us that you have the authority to do so.

We occasionally update these terms. We will let your admin users know via an email or a notification in their account.

These Customer Terms of Service are referred to as “these Terms”. The binding contract created by your acceptance of these Terms and all materials referred or linked to in them is referred to in these Terms as “this agreement”.

If they’re not given a meaning right away when they are mentioned, capitalised terms (like “the Services”, for example) are defined at the end of these Terms in section 21.

1. Users

Subject to the restrictions set out in this section 1 and the other terms and conditions of this agreement, Progression hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
In relation to the Users, the Customer undertakes that:
1. the maximum number of Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; and
2. it will not allow or authorise any User Subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services and/or Documentation.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 3. is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; 4. facilitates illegal activity; 5. depicts sexually explicit images; 6. promotes unlawful violence; 7. contains any material subject to any obligation of confidentiality owed by the Customer; 8. infringes the intellectual property rights of any third party; 9. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 10. is otherwise illegal or causes damage or injury to any person or property;

and Progression reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this section.

The Customer shall not:
1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3. use the Services and/or Documentation to provide services to third parties; or
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Users; or
5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this section 1; or
6. introduce or permit the introduction of, any Virus or Vulnerability into Progression's network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Progression.
The rights provided under this section 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Customer may specify one or more Admin Users by means of the Services who will have the rights to access and configure Customer’s preferences and settings as regards the Services, and to access and administer User accounts. Customer will obtain and maintain all required consents from all Users to allow Admin Users to have the access described in this agreement. Customer agrees that Admin Users have its authority, and Progression may rely on that authority, in respect of instructions or choices made by any Admin User in connection with the Services. Without limitation, for the purposes of section 4.6, the Customer acknowledges and agrees that its instructions include any instructions or choices made by an Admin User by means of the Services.
The Customer acknowledges that it is the Customer’s responsibility to obtain any necessary consents or permissions from individual Users in relation to Customer’s use of the Services. Progression shall have no responsibility or liability to the Customer in respect of the inclusion of the Customer’s decision to use the Services in respect of any of its employees or personnel.

2. Upgrading and Downgrading Subscriptions

If the Customer wishes to upgrade to a higher plan with a greater User Subscription limit, or add any additional features not covered by its subscription, the Customer may do so by means of the Services, and the Customer shall pay to Progression the relevant fees for such higher plan or additional features. If the upgrade occurs part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation of the higher plan by Progression for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
If the Customer wishes to downgrade to a lower plan with a smaller User Subscription limit, the Customer may do so by means of the Services and the downgrade will take effect as of the commencement of the next Renewal Period. The lower Subscription Fees will be charged as from the commencement of that Renewal Period. The Customer will not be entitled to any prorating for downgrades for the remainder of the Initial Subscription Terms or (as applicable) Renewal Period during which it notifies Progression of its decision to downgrade.

3. Services

Progression shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
Progression will, as part of the Services, provide the Customer with Progression's standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services (payable in respect of any support services involving in excess of an aggregate 5 hours per month) separately at Progression's then current rates.
Progression may at any time update and change any part or all of this agreement (but not, for avoidance of doubt the Subscription Fees, except from the beginning of a new Renewal Period). In the event of such a change, Progression shall notify the Customer of the change by email or by means of a message to an Admin User by means of the Services (“Change Notice”). The updated terms will become effective and binding on the next Business Day after such notification (“Immediate Change”), unless the Change Notice specifies that the change applies upon the commencement of the next Renewal Period (“Renewal Change”). If an Immediate Change operates to the Customer’s material detriment, and the Customer does not agree to such a change in the terms, the Customer may terminate this agreement on notice in writing to be sent by Customer within 28 days after the date of the Change Notice. In the event of a Renewal Change, the change will apply from the commencement of the next Renewal Period.
If additional services are required for the proper use and operation of the Services or if training or consulting services are requested (“Professional Services”), Progression shall provide such services on a time and materials ("T&M") basis; that is, (i) Customer shall pay Progression for all the time spent performing such Professional Services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such Professional Services shall be Progression's then-current standard rates agreed in a Statement of Work to be executed by the parties. Any monetary limit stated in an estimate or Statement of Work for Professional Services shall be an estimate only for Customer's budgeting and Progression's resource scheduling purposes. If the limit is exceeded, Progression will cooperate with Customer to provide continuing services on a T&M basis. Progression shall invoice Customer on completion of the Professional Services. Charges shall be payable 20 days from receipt of invoice by Customer. Progression reserves the right to require a non-refundable fee and/or cost deposit prior to commencement of Professional Services.
From time to time, Progression may add additional features to enhance the Services at no additional charge. These free features may be withdrawn by Progression at any time without further notice.

4. Customer Data

The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data (except to the extent that it comprises Progression Framework Content) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Progression shall follow its standard archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Progression shall be for Progression to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Progression in accordance with such archiving procedure. Progression shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Progression to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under section 4.8).
Both parties will comply with all applicable requirements of the Data Protection Legislation. This section 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that:
1. if Progression processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the controller and Progression is the processor for the purposes of the Data Protection Legislation.
2. the Data Processing Details at the end of these Terms set out the scope, nature and purpose of processing by Progression, the duration of the processing and the types of personal data and categories of data subject.
3. the personal data may be transferred or stored outside the UK and EEA or the country where the Customer and the Users are located in order to carry out the Services and Progression's other obligations under this agreement.
Without prejudice to the generality of section 4.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Progression for the duration and purposes of this agreement so that Progression may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
Without prejudice to the generality of section 4.3, Progression shall, in relation to any personal data processed in connection with the performance by Progression of its obligations under this agreement:
1. process that personal data only on the documented written instructions of the Customer unless Progression is required by the laws of any member of the European Union or by the laws of the European Union applicable to Progression and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Progression is relying on Applicable Laws as the basis for processing personal data, Progression shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Progression from so notifying the Customer;
2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the Customer or Progression has provided appropriate safeguards in relation to the transfer or the transfer is subject to a ‘finding of adequacy’ by the European Commission (including the EU-US Privacy Shield);
3. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4. notify the Customer without undue delay on becoming aware of a personal data breach;
5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use);
6. participate in audits and online inspections of Progression’s systems used to process any personal data; and
7. maintain complete and accurate records and information to demonstrate its compliance with this section 4 and immediately inform the Customer if, in the opinion of Progression, an instruction infringes the Data Protection Legislation.
Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
The Customer consents to Progression appointing as a third-party processor of personal data under this agreement each of the third parties set out at https://progression.co/data-subprocessors/. Progression confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business or incorporating terms which are substantially similar to those set out in this section 4 and in either case which Progression confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Progression, Progression shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this section 4.
This clause 4.9 applies where Progression, acting as a data processor, transfers personal data to the Customer acting as a data controller, and the Customer is located in a country which is not considered under an adequacy decision of the UK government to provide for a level of data protection as considered adequate pursuant to applicable Data Protection Laws. In this clause 4.9, “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B.1.0) issued by the United Kingdom’s Information Commissioner. The Customer shall comply with the Importer’s obligations, and Progression shall comply with the Exporter’s obligations, set out in the UK Addendum, which is hereby incorporated into and forms part of this Agreement. In such incorporated UK Addendum: (i) the full legal name, main address and official registration number of the Importer and the Exporter are as set out in this Agreement, and the Start Date is the Effective Date; (ii) the key contact of each of the Importer and Exporter are as set out in the Customer’s order for the Services; (iii) for the purposes of the Addendum EU SCCs (as such term is defined in the UK Addendum), module four (processor to controller) is in operation, Clause 7 (Docking clause) shall apply, the optional provisions in Clause 11(a) shall not apply and personal data received from the Importer is combined with personal data collected by the Exporter; (iv) for the purposes of the Appendix Information (as such term is defined in the UK Addendum), the parties are listed and described in this Agreement, and the description of transfers is set out in the Data Processing Details; and (v) for the purposes of Part 1, neither party may terminate the UK Addendum pursuant to Section 19 of such UK Addendum, and the relevant boxes and information in Tables one to three of such incorporated UK Addendum shall be deemed completed accordingly.
Progression may from time to time engage additional or replacement Sub-processors, provided that Progression updates the Sub-processor List and gives the Customer written notice of such update at least ten (10) days prior to the engagement being effective.
If the Customer notifies Progression in writing of any objections (grounds for objection being non-compliance with Data Protection Laws) to a Sub-processor added to the Sub-processor List within five (5) days after the date on which Progression gives notice to the Client:
1. Progression shall work with the Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of the proposed Sub-processor; and
2. where such a change cannot be made and Progression chooses to retain the Sub-processor, Progression shall notify the Customer at least fourteen (14) days prior to the authorisation of the Sub-processor to Process Personal Data and the Customer may, within thirty (30) days of receipt of such notification, terminate the Services with immediate effect.

5. Framework Content

The Customer acknowledges and agrees that Progression and/or its third party proprietary or open source or Creative Commons licensors own all intellectual property rights in the Accessible Framework Content.
Progression hereby grants to the Customer:
1. a worldwide, non-exclusive, non-sublicenseable, non-transferable licence to use the Progression Framework Content throughout the Subscription Term; and
2. a worldwide, non-exclusive, non-sublicenseable, non-transferable, licence to use a copy of any Progression Framework Content which the Customer incorporates into its own framework of skills or competencies during the Subscription Term via the Services.
The use of Open Source Framework Content by the Customer is subject to the terms of the licence applicable to such Open Source Framework Content.
In respect of each item of Open Source Framework Content and any Progression Framework Content which is not proprietary to Progression, Progression shall clearly indicate within the Services (at a stage prior to the Customer being able to access and use such content) that the Accessible Framework Content is proprietary to a person other than Progression. In respect of each item of Open Source Framework Content, Progression shall clearly indicate: (a) the type of licence terms on which Customer is entitled to use the Open Source Framework Content; and (b) where the licence terms applicable to the Open Source Framework Content can be located.
Progression acknowledges and agrees that (except to the extent that they comprise any Accessible Framework Content) the Customer and/or its licensors own all intellectual property rights in any Customer Framework Content.
In the event that the Customer elects by means of the Services to share or set to ‘public’ or any similar designation any Customer Framework Content (which the parties acknowledge and agree is a decision made at the Customer's sole discretion), the Customer hereby grants Progression a worldwide, non-exclusive, fully sub-licenseable, fee-free, perpetual, irrevocable licence to reproduce, make available and use (and authorise others to reproduce, make available and use) any such Customer Framework Content in any medium.
The Customer warrants and undertakes that it will not:
1. include in any Customer Framework Content any item in respect of which any third party owns or controls any intellectual property rights (or any item subject to a condition of confidentiality) unless it has permission from that party or is otherwise legally entitled to do so;
2. share or set to ‘public’ any Customer Framework Content in respect of which any third party owns or controls any intellectual property rights (or any item subject to a condition of confidentiality).

6. Integrated Services

1.The Customer acknowledges that the Services may enable or assist it to access and correspond with Integrated Services (which may include HR, applicant tracking and recruitment services, and accounts held by Users for other services) and that it does so solely at its own risk.

Progression makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Integrated Services which are provided by a third party, or any transactions completed, and any contract entered into by the Customer, with or by means of any such third party.
To the extent that any service or feature is completed by means of any Integrated Services, the same is governed by the contract between the Customer and the provider of that service, and not this agreement.
Progression recommends that the Customer refers to the terms and conditions and privacy policy applicable to each Integrated Service prior to connecting it with the Services. Progression does not endorse or approve any Integrated Services nor the services of any Integrated Services, except to the extent that such Integrated Services may be provided by Progression.
Integration with any Integrated Services is provided on the basis of the Integrated Services’ service and API as they exist on the date that such integration is first activated by an Admin User. Progression shall use reasonable endeavours to continue such integration but makes no warranty that such integration shall remain throughout the Subscription Term.
The Customer will abide by any terms of service of any Integrated Services.
The Customer hereby gives Progression express permission to access and use information from any account maintained by it with the provider of any Integrated Services, solely for the purposes of providing the Services.
The Customer acknowledges that, if instructed by an Admin User, Progression shall:
1. enable Users by means of the Services to export User Data to, and import data into their User account from, other accounts operated or maintained by the User in question (including on any Integrated Services); and
2. enable Users to export User Data in respect of them to another Progression account operated and maintained by the employer or team other than the Customer (including a prospective or new employer of the User);
3. enable ex-Users to request User Data in respect of them be exported into another Progression account operated and maintained by the employer or team other than the Customer (including a prospective or new employer of the ex-User).

7. Progression's obligations

Progression undertakes that the Services will be performed substantially in accordance with the Documentation.
The undertaking at section 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Progression's instructions, or modification or alteration of the Services by any party other than Progression or Progression's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Progression will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in section 7.1.
Progression:
1. does not warrant that:
  1. the Customer's use of the Services will be uninterrupted or error-free; or
  2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
  3. that any User will actively engage with the Services; or
  4. the Software or the Services will be free from Vulnerabilities;
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent Progression from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.Customer's obligations

The Customer shall:

provide Progression with:
1. all necessary co-operation in relation to this agreement; and
2. all necessary access to such information as may be required by Progression; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Progression may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any User's breach of this agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Progression, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by Progression from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Progression's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

9. Charges and payment

The Customer shall pay the Subscription Fees to Progression for the User Subscriptions in accordance with this section 9.
The Customer shall on the Effective Date provide to Progression valid, up-to-date and complete credit card details or approved purchase order information acceptable to Progression and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
1. its credit card details to Progression, the Customer hereby authorises Progression to bill such credit card:
  1. on the Effective Date for the Subscription Fees payable in respect of the first month of the Initial Subscription Term; and
  2. subject to clause 15.1, monthly thereafter;
2. its approved purchase order information to Progression, Progression shall invoice the Customer: 3. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and 4. subject to clause 15.1, at least 30 days prior to the expiry of the commencement of the Initial Subscription Term and prior to any Renewal Period for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
If Progression has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Progression:
1. Progression may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Progression shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Progression's bankers from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
1. are, subject to section 15, non-cancellable and non-refundable;
2. are exclusive of value added tax, which shall be added to Progression's invoice(s) at the appropriate rate.
Progression shall be entitled to increase the Subscription Fees, at the start of each Renewal Period by prior notice to the Customer.

10. Free Trial and Free Accounts

Progression may, at its sole discretion, offer User Subscriptions with a free trial for a limited period of time (“Free Trial”). Customer may be required to enter its billing information in order to sign up for a Free Trial, but will not be charged by the Progression until the Free Trial has expired. On the day following the last day of the Free Trial period, unless the Customer has already cancelled the User Subscriptions, it will be automatically charged the Subscription Fees applicable to the User Subscriptions. At any time and without notice, the Progression reserves the right to (i) modify the terms applicable to the Free Trial offer, or (ii) cancel such Free Trial offer.
Progression may provide the Customer with a Free Account. Progression may modify or terminate any Free Account at any time and for any reason in its sole discretion, without liability to the Customer. To the maximum extent permitted by law, Progression disclaims all obligations or liabilities with respect to Free Accounts. Clauses 7.1 and 11.2 shall not apply to any Free Account. Progression may at any time restrict or remove any or all of the functionality of any Free Account.

11. Proprietary rights

The Customer acknowledges and agrees that Progression and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
Progression confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

12. Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party's lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to section 12.5, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this section 12.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Progression's Confidential Information.
Progression acknowledges that the Customer Data is the Confidential Information of the Customer, except to the extent that:
1. any Customer Framework Content is shared or set to ‘public’ or any similar designation by the Customer; and
2. the Customer authorises Progression to disclose Customer Data (including to any Integrated Service or to any individual previously being a User).
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Progression may use any feedback and suggestions for improvement relating to the Services provided by the Customer or Users without charge or limitation (“Feedback”). The Customer hereby assigns (or shall procure the assignment) of all intellectual property rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to Progression at the time such Feedback is first provided to Progression. Nothing in section 12 shall affect Progression’s right to use or exploit Feedback.
During the term of this agreement, Progression may publicly identify the Customer as a user of the Progression service, including on websites and in promotional material. Progression will not imply any endorsement or affiliation between Customer and Progression without the Customer’s prior written consent. Upon termination of this Agreement, Progression will remove any public references to the Customer from any of its websites or promotional materials.
For the avoidance of doubt, the above provisions of this section 12 shall survive termination of this agreement, however arising.

13. Indemnity

The Customer shall defend, indemnify and hold harmless Progression against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation.

14. Limitation of liability

Except as expressly and specifically provided in this agreement:
1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use and for any User behaviour resulting from such use. Progression shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Progression by the Customer in connection with the Services, or any actions taken by Progression at the Customer's direction;
2. 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; and
3. the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in this agreement excludes the liability of Progression:
1. for death or personal injury caused by Progression's negligence; or
2. for fraud or fraudulent misrepresentation.
Subject to section 14.1 and section 14.2:
1. Progression shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. Progression's total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the (i) in respect of any Free Trial or Free Account, £50.00 (fifty pounds sterling) and (ii) in all other cases, the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

15. Term and termination

This agreement shall, unless otherwise terminated as provided in this section 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of the same duration as the Initial Subscription Term (each a Renewal Period), unless:
1. either party notifies the other party of termination before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
1. 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 30 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
3. 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;
4. a voluntary arrangement is approved, or an administration order is made, or receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or resolution or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order (or any process analogous to any specified in this section 15.2 is applied to that party under any jurisdiction other than England or Wales);
5. the other party suspends or ceases, or threatens to suspend or cease, carrying on its business.
The Customer may stop using our Services at any time. Progression reserve the right to suspend or terminate The Customer's access to the Services with notice to The Customer if The Customer does not have a Paid Account and have not accessed our Services for 12 consecutive months.
1. Progression will provide The Customer with reasonable advance notice via the email address associated with The Customer's account to remedy the activity that prompted us to contact you, and give The Customer the opportunity to export The Customer's Framework Content and Customer Data from our Services. If after such notice The Customer fails to take the steps we ask of you, we’ll terminate or suspend The Customer's access to the Services.
2. Progression will not provide notice or an opportunity to export The Customer's Framework Content and Customer Data from our Services before termination or suspension of access to the Services where:
  1. the Customer is in material breach of these Terms,
  2. doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
  3. Progression are prohibited from doing so by law.
On termination of this agreement for any reason:
1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
3. Progression may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with section 4.6(e), unless Progression receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data; and
4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. Force majeure

Progression shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Progression or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

17. Assignment

The Customer shall not, without the prior written consent of Progression, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Progression may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. Other Important Terms

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this section the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Nothing in this section shall limit or exclude any liability for fraud.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

21. Interpretation

The definitions and rules of interpretation in this section apply in this agreement.

Accessible Framework Content: together, the Progression Framework Content and the Open Source Framework Content.

Admin User: a User selected by the Customer as having the ability to administer the Services on the Customer’s behalf.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in section 12.5 or section 12.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Customer: the entity or organisation on behalf of whom these Terms are accepted.

Customer Data: the data inputted by the Customer, Users, or Progression on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, not comprising Accessible Framework Content.

Customer Framework Content: Customer Data created or input by the Customer into the Services which does not refer to an individual User, including a framework of skills or competencies ascribed by the Customer by means of the Services to a role in the Customer’s organisation, or a team structure.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Documentation: the document made available to the Customer by Progression online via https://help.progression.co/ or such other web address notified by Progression to the Customer from time to time which sets out the user instructions for the Services. A list of the services available for each tier can be founder here.

Effective Date: the date of your communicating your acceptance of these Terms on the progressionapp.com website or elsewhere.

Free Account: access to the Services on a free of charge basis, otherwise than as part of a Free Trial.

Free Trial: is defined in clause 10.

Initial Subscription Term: the initial term of the Customer’s subscription as agreed to when accepting these Terms.

Integrated Service: a service in respect of which the Services are capable of being integrated by the Customer.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Open Source Framework Content: any item of content which is proprietary to a person other than Progression which is accessible via the Services for use by the Customer on the basis of an open source or creative commons licence granted directly by that person to the Customer.

Progression Framework Content: any item of content which is proprietary to Progression or its customers which is made available by Progression for use by Customer on the Services, including template positions, role requirements, skills or competencies, career ladders, team structures, and frameworks, but excluding Open Source Framework Content.

Renewal Period: the period described in section 15.1.

Services: the subscription services provided by Progression to the Customer under this Agreement via www.progressionapp.com, progression.fyi or any other website notified to the Customer by Progression from time to time, as more particularly described in the Documentation, including access to Accessible Framework Content.

Software: the online software applications provided by Progression as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to Progression for the User Subscriptions, as varied in accordance with these Terms.

Subscription Term: has the meaning given in section 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to section 9.1 which entitle Users to access and use the Services and the Documentation in accordance with this Agreement.

User Data: Customer Data comprised in a profile of a User maintained on the Services, which may include performance appraisals.

Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
A reference to writing or written includes e-mail and notification to an Admin User by means of the [account area] in the Services.

Data Processing Details

Scope, Nature and Purpose

Provision of the Progression service
Facilitating Customer’s configuration and management of its team structures

Duration of the processing

For the term of the Customer’s subscription.

Types of personal data

Name, role, email address, avatar, growth progress and performance data

Categories of data subject

Users (as defined in these Terms), being employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.