Osprey Approach Continued Availability Agreement
Published 13 October 2026. This is the current published version for the purposes of clause 2.9. Version 1.1 at 13 October 2026.
This Continued Availability Agreement governs temporary continued access to Osprey Approach after termination or expiry of a Main Agreement. It is a separate, fully operational agreement. It is not an addendum, appendix, renewal or extension of the Main Agreement.
Access to Osprey Approach is switched off at the end of the Main Agreement unless a new Main Agreement is in place or Continued Availability has been requested. Any request for Continued Availability or for access to be switched back on, and any login after the end of the Main Agreement where no Main Agreement is in place, constitutes acceptance of this Agreement.
Continued Availability Particulars
Customer | [CUSTOMER LEGAL NAME] |
Customer address | [ADDRESS] |
Customer Notice Email Address | [EMAIL] |
Pracctice Notice Email Address | [EMAIL] |
Site Supervisor | [NAME AND EMAIL] |
Former Main Agreement | [TITLE / VERSION / DOCUMENT REF] |
Former Main Agreement Termination Date | [DATE] |
Continued Availability Commencement Date | immediately following the Former Main Agreement Termination Date |
Access Type | [READ-ONLY / CONTINUED LIVE USE] |
Licence quantity | the number and type of Licences held by the Customer immediately before the Former Main Agreement Termination Date: [NUMBER AND TYPE] |
Plan | [ADVANCED / PREMIUM / NEAREST PUBLISHED PLAN] |
Published Licence Price at the Continued Availability Commencement Date | £[AMOUNT] per paying Licence per month excl. VAT |
Base Monthly Amount | £[AMOUNT] excl. VAT (Published Licence Price × Licence quantity, plus the add-on and other recurring charges listed: [LIST OR NONE]) |
Continued Availability Uplift | Read-only access: 40%; Continued live use: 80% |
Continued Availability monthly charge | Base Monthly Amount plus the Continued Availability Uplift: £[AMOUNT] excl. VAT |
Minimum period | nine calendar months from the Continued Availability Commencement Date |
Maximum end date | the first calendar-year anniversary of the Former Main Agreement Termination Date |
Date of formation | [DATE OF REQUEST OR FIRST POST-TERMINATION LOGIN] |
Main Terms and Conditions
1. Agreement, purpose and relationship with the Former Main Agreement
1.1 This Continued Availability Agreement (Agreement) is made between Pracctice Ltd of Suite 1, Falstaff House, Sandy’s Road, Malvern, WR14 1JJ (Pracctice) and the Customer identified in the Particulars (Customer).
1.2 This Agreement provides temporary continued access to Osprey Approach solely to allow the Customer to complete an orderly migration away from Osprey Approach to alternative arrangements. It is not a long-term replacement service.
1.3 This Agreement is separate from the Former Main Agreement. It does not renew, revive, extend or continue the Former Main Agreement, and no term of the Former Main Agreement applies during the Term except where this Agreement expressly says so.
1.4 This Agreement does not affect any right, remedy, liability or obligation which accrued under the Former Main Agreement or which survives its termination, including any amount due or accelerated under it and its End of Agreement Backup provisions, which operate under their own terms and are not affected by this Agreement.
1.5 Amounts outstanding under the Former Main Agreement remain payable in accordance with that agreement. Pracctice may decline to make the Service available, or to re-establish access, or may suspend the Service, until all amounts due under the Former Main Agreement have been received in cleared funds. Any such refusal or suspension does not alter the Continued Availability Commencement Date or the Term, and charges accrue in accordance with clause 2.7.
1.6 Where Customer Data is retained by Pracctice during the Term, that retention is the retention under a separate Continued Availability Agreement referred to in the data return and deletion provisions of the Former Main Agreement.
1.7 Only one Continued Availability period may arise following termination of a Main Agreement. No second, replacement, renewed or further Continued Availability period will be offered when this Agreement ends.
2. Formation and acceptance
Switch-off at termination
2.1 Unless a new Main Agreement is in place or the Customer has requested Continued Availability, the Customer’s access to Osprey Approach will be switched off at the end of the Former Main Agreement Termination Date, when its right to use Osprey Approach under the Former Main Agreement ends.
Acceptance
2.2 This Agreement is formed, and becomes binding on the Customer, on the earliest of:
2.2.1 a request, by email or other written communication made by or on behalf of the Customer, for Continued Availability or for access to Osprey Approach to be continued or switched back on after the Former Main Agreement Termination Date; and
2.2.2 any login to Osprey Approach by or on behalf of the Customer after the Former Main Agreement Termination Date where no Main Agreement is in place.
2.3 The Osprey Approach login page states that logging in where no Main Agreement is in place constitutes acceptance of this Agreement, and this Agreement is available from the login page, on Pracctice’s website and on request.
2.4 A request, or a login made using the Customer’s credentials, is treated as made by or on behalf of the Customer. The Customer is responsible for the persons to whom it gives credentials or authority to communicate with Pracctice.
2.5 The Access Type is Read-only access where the request asks for it. Otherwise it is Continued live use.
Switching access back on
2.6 Where access has been switched off, Pracctice will switch it back on as soon as reasonably practicable after a request under clause 2.2.1, subject to clause 1.5. Pracctice is not obliged to switch access back on, or to restore Customer Data, once deletion of the Customer Data under the Former Main Agreement has begun. Where Pracctice confirms that Customer Data has already entered deletion and access cannot be re-established, the request does not establish a Continued Availability Agreement.
Commencement and charges
2.7 On formation, this Agreement is treated as commencing on the Continued Availability Commencement Date, and charges accrue from that date regardless of the date of the request or first login, or the date access is switched back on.
2.8 If, before the Continued Availability Commencement Date, the Parties enter into a new Main Agreement, this Agreement lapses without charge. Clause 6.7 applies where a new Main Agreement commences after the Continued Availability Commencement Date.
Version and records
2.9 The applicable version of this Agreement is the version published by Pracctice at the date of formation.
2.10 Pracctice may record any request and the person making it, the Access Type, the version of this Agreement, the date and time of the first login after the Former Main Agreement Termination Date, and the dates and times on which access was switched off and on.
2.11 No signature is required. Where this Agreement is signed, it may be signed in counterparts and electronically, and an electronic signature has the same effect as a handwritten signature to the extent permitted by law.
3. Definitions and interpretation
3.1 In this Agreement:
Access Type means Read-only access or Continued live use, as made available by Pracctice.
Additional Services means any service separately scoped and agreed by Pracctice which is not expressly included in the Service.
AI Functionality means any artificial intelligence, machine learning, generative artificial intelligence or similar functionality made available through or in connection with Osprey Approach.
AI Output means any text, summary, analysis, recommendation, classification, draft, extraction, calculation or other output produced wholly or partly using AI Functionality.
API means any application programming interface, webhook, software development kit, endpoint or other programmatic interface made available by Pracctice in connection with the Software, and API Access means access to or use of an API by or on behalf of the Customer.
Approved Third Party has the meaning given in clause 13.10.
Base Monthly Amount means the Published Licence Price multiplied by the Licence quantity, plus Pracctice’s prevailing published charges for any add-on, storage, third-party product or other recurring item which the Customer continues to receive, as stated in the Particulars.
CEDR means the Centre for Effective Dispute Resolution and includes any successor body.
CLC means the Council for Licensed Conveyancers and includes any successor body.
Confidential Information includes Customer Data and any other information disclosed by or on behalf of a Party which is confidential by nature or circumstances.
Continued Availability Commencement Date means the date immediately following the Former Main Agreement Termination Date.
Continued Availability Uplift means 40% for Read-only access and 80% for Continued live use.
Controller, Processor, Data Subject, Personal Data, Processing, Special Category Data and Personal Data Breach have the meanings given by Data Protection Law.
Customer Data means all data entered into, uploaded to or otherwise processed through Osprey Approach by or on behalf of the Customer, including data handled by Pracctice in providing the Service or Additional Services.
Customer Personal Data means Personal Data contained in Customer Data which Pracctice Processes on behalf of the Customer.
Data Protection Law means all applicable UK laws and regulations relating to privacy, data protection and the processing of personal data, including the UK GDPR and the Data Protection Act 2018, in each case as amended or replaced.
Extended UK Working Hours means 08:00 to 19:00 UK time on a Working Day.
Former Main Agreement means the Customer’s Main Agreement which has terminated or expired and immediately precedes this Agreement.
Former Main Agreement Termination Date means the date on which the Customer’s right to use Osprey Approach under the Former Main Agreement ended.
ICO means the Information Commissioner’s Office.
Licence means a right for a named User to use the Software under this Agreement.
Main Agreement means an Osprey Approach Software Licensing & Services Agreement, or any earlier agreement under which Pracctice or its predecessor supplied Osprey Approach to the Customer.
Notice Email Address means the email address stated for a Party in the Particulars, as changed by notice under clause 31.
Osprey Approach or Software means the Osprey Approach software made available by Pracctice under this Agreement.
Particulars means the Continued Availability Particulars.
Party means Pracctice or the Customer.
Price means an amount payable by the Customer under this Agreement.
Professional Services means bespoke Additional Services which Pracctice elects to offer and identify as Professional Services.
Published Licence Price means the monthly price per paying Licence for the applicable Osprey Approach plan as published by Pracctice on its website (currently at ospreyapproach.com/price-plans) on the Continued Availability Commencement Date, exclusive of VAT. Where the Customer’s plan is not published at that date, or is priced on application, the Published Licence Price is the published price of the plan which Pracctice reasonably determines most closely corresponds to the Software and Services held by the Customer immediately before the Former Main Agreement Termination Date.
Recommended Minimum Operating Environment means Pracctice’s current published guidance for devices, software and connectivity used to access the Software.
Service means the Customer’s access to and use of Osprey Approach under this Agreement.
Site Supervisor means the person nominated by the Customer as its principal administrative contact, as stated in the Particulars or later notified to Pracctice.
SRA means the Solicitors Regulation Authority and includes any successor body.
Support Desk means Pracctice’s support desk, contactable during Working Hours through the Support function within the Software, by email or by telephone.
Subprocessor means a third party appointed by or on behalf of Pracctice to Process Customer Personal Data.
Term means the period from the Continued Availability Commencement Date until this Agreement terminates.
Third-Party Financial Application has the meaning given in clause 14.1.
User means a person authorised by the Customer to use the Software through access made available or authorised by Pracctice.
Wish means a request for functionality or an integration not currently available within the Software.
Working Day means Monday to Friday excluding UK Bank Holidays.
Working Hours means 08:30 to 18:30 UK time on a Working Day.
3.2 All references to a time of day, day or date are to UK time (GMT or BST, as applicable), regardless of where Osprey Approach is accessed from.
3.3 Headings are for convenience only and do not affect interpretation. Words such as “including” and “in particular” are illustrative and do not limit the words preceding them.
4. Particulars and order of precedence
4.1 The Particulars record the Customer-specific commercial details of this Agreement. They do not amend, vary or override these terms unless these terms expressly provide otherwise.
4.2 Statements, descriptions or other wording in the Particulars do not create any warranty, obligation, service level, functionality commitment or other term beyond those expressly provided in these terms.
4.3 If there is any inconsistency between these terms and the Particulars, these terms prevail, except in relation to the Customer name, addresses, Access Type, Licence quantity, Base Monthly Amount and monthly charge recorded in the Particulars.
4.4 This Agreement prevails over any purchase order, terms of business, notice or other written instrument submitted by the Customer.
5. Access Type
5.1 Continued Availability is provided in one of the following forms.
Read-only access
5.2 Read-only access is limited to viewing, reporting, retrieval and other non-operational use of the Customer’s existing data and records.
5.3 The Customer must not create, amend, post, process or otherwise alter operational data through Read-only access and must not attempt to circumvent any Read-only control.
Continued live use
5.4 Continued live use permits continued operational use of the core Osprey Approach application during the Term, subject to the restrictions, service limits and reduced service commitments in this Agreement.
5.5 The Access Type made available by Pracctice at commencement is the applicable Access Type.
5.6 The Customer has no right to change Access Type. Pracctice may permit a change at its sole discretion and on such charges as it specifies. A permitted change does not restart or extend the Term.
6. Term, notice and automatic termination
6.1 The Term begins on the Continued Availability Commencement Date.
6.2 The Term is subject to:
a minimum period of nine calendar months from the Continued Availability Commencement Date; and
an absolute maximum period ending on the first calendar-year anniversary of the Former Main Agreement Termination Date.
6.3 The Customer may terminate this Agreement before that first anniversary only by giving Pracctice written notice:
during the first three calendar months of the Term;
using the Pracctice Notice Email Address or another written communication method expressly agreed by Pracctice; and
giving not less than 270 days’ notice.
6.4 A notice under clause 6.3 cannot take effect before the date falling nine calendar months after the Continued Availability Commencement Date.
6.5 If the Customer does not give valid notice under clause 6.3, this Agreement continues until the first calendar-year anniversary of the Former Main Agreement Termination Date.
6.6 In all cases this Agreement terminates automatically no later than the first calendar-year anniversary of the Former Main Agreement Termination Date.
6.7 If, at Pracctice’s sole discretion, the Parties enter into a new Main Agreement which commences after the Continued Availability Commencement Date, this Agreement terminates on that agreement’s commencement date. Charges accrued under this Agreement up to that date remain payable. Unless the new agreement states otherwise, no further charges accrue under this Agreement after that date.
6.8 No renewal, continuation, extension or replacement Continued Availability Agreement will be offered when this Agreement terminates.
6.9 The Customer is responsible for completing its migration and alternative arrangements before the Term ends. An incomplete migration does not create any right to continued access.
7. Price, payment and default
Charges
7.1 Charges accrue from the Continued Availability Commencement Date in accordance with clause 2.7.
7.2 The monthly charge is the Base Monthly Amount plus the Continued Availability Uplift for the applicable Access Type, as stated in the Particulars. The Base Monthly Amount is calculated from the Published Licence Price at the Continued Availability Commencement Date and not from the charges payable under the Former Main Agreement. The charges in this Agreement apply in place of any different charge for continued or post-termination access stated in the Former Main Agreement.
7.3 All Prices are exclusive of VAT unless expressly stated otherwise. VAT will be added where applicable.
7.4 The Customer commits on formation of this Agreement to pay the applicable monthly charges for the Term determined under clause 6. Monthly billing is an instalment facility for payment of that committed amount and does not create a shorter recurring term.
7.5 The monthly charge is not reduced because the Customer reduces Users, uses the Software less frequently, completes part of its migration early, ceases to use individual functionality, elects not to use functionality available under the applicable Access Type, or because Pracctice modifies, suspends or withdraws functionality, an integration, an API permission or AI Functionality in accordance with this Agreement.
Price adjustments
7.6 Charges relating to third-party software, products or services included in the Base Monthly Amount may be changed to reflect changes in the prices, charges, licensing terms or other costs imposed by the relevant third-party supplier.
7.7 Pracctice may increase the monthly charge where it experiences a material increase in the cost of providing the Service arising from circumstances outside its reasonable control and where it is not reasonably practicable for Pracctice to absorb or avoid that increase. Any such increase will be limited to the amount reasonably required to reflect the effect of the relevant cost increase, and Pracctice will give the Customer reasonable written notice of it.
Payment
7.8 Payments must be made by Direct Debit unless Pracctice expressly agrees another payment method. Where a Direct Debit mandate given under the Former Main Agreement remains in force, the Customer authorises Pracctice to collect charges under this Agreement using it.
7.9 All amounts due under this Agreement will be paid in full without any set-off, counterclaim, deduction or withholding, except as required by law.
Payment default and suspension
7.10 An amount is overdue if it has not been received by Pracctice in cleared funds on its due date, including where a Direct Debit collection is refused, cancelled or otherwise unsuccessful.
7.11 Where an amount is overdue, Pracctice may suspend the Service until all overdue amounts are received in cleared funds.
7.12 Suspension under clause 7.11 does not terminate this Agreement, extend the Term, alter the maximum end date or relieve the Customer of charges falling due during suspension.
7.13 Following receipt in cleared funds of amounts overdue before clause 7.14 applies, Pracctice may restore access to the Service when reasonably practicable.
Persistent non-payment
7.14 If any amount due under this Agreement remains unpaid for 60 days after its due date, the Customer’s instalment facility ceases and the entire remaining Price payable for the balance of the Term becomes immediately due and payable.
7.15 For the purposes of clause 7.14, the remaining Price includes all monthly charges and other fixed charges which would otherwise have become payable between the date of acceleration and the end of the Term determined under clause 6, and where no valid notice has been given under clause 6.3, the end of the Term is the first calendar-year anniversary of the Former Main Agreement Termination Date.
7.16 Where clause 7.14 applies, Pracctice may continue the suspension of the Service and may exercise any termination right under clause 28.
7.17 Where all amounts due under clause 7.14 are received in cleared funds and this Agreement has not been terminated, Pracctice will restore or continue the Service for the remainder of the Term.
7.18 Acceleration under clause 7.14 does not itself terminate this Agreement.
Late payment
7.19 Pracctice may charge interest and recover debt-recovery costs on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and any amendment or replacement of it.
7.20 The exercise of any right under this clause does not prevent Pracctice from exercising any other right or remedy under this Agreement.
8. Permitted hours of use
8.1 The Service may be used only during Extended UK Working Hours.
8.2 The Customer has no entitlement to access or use Osprey Approach outside Extended UK Working Hours.
8.3 Pracctice may make the Software unavailable outside Extended UK Working Hours without notice and without that unavailability counting towards the availability target.
9. Availability and maintenance
9.1 Pracctice targets 80% availability of the applicable Continued Availability service in each calendar month during Extended UK Working Hours.
9.2 All maintenance downtime is excluded from the availability calculation, whether planned, emergency, routine or otherwise and whether occurring during or outside Extended UK Working Hours.
9.3 The following are also excluded from the availability calculation: matters outside Pracctice’s reasonable control; Customer systems, devices or connectivity; third-party infrastructure outside Pracctice’s control; unlawful or unauthorised use; suspension permitted under this Agreement; periods outside Extended UK Working Hours; and the availability of any AI Functionality, API, integration or Third-Party Financial Application.
9.4 The 80% availability target is a service target only and does not give rise to service credits, refunds or other financial compensation.
9.5 Pracctice may carry out maintenance, changes, patching, upgrades, security work and other operational activity whenever reasonably required.
10. Support and functionality
10.1 Continued Availability is a temporary migration facility and not a continuation of the support package, training entitlement or product-development commitments that applied under the Former Main Agreement.
10.2 Pracctice will provide reasonable operational support in relation to access to and ordinary use of the applicable Access Type during Working Hours. Support requests must be raised through the Support Desk. No response or resolution times apply.
10.3 Pracctice is not obliged under the standard Continued Availability charge to provide new functionality, enhancements, development work, new integrations, bespoke configuration, implementation work, migration work, training, Professional Services, Wish handling, webinars or support for third-party software or systems.
10.4 Pracctice may modify, maintain, patch, secure, replace or withdraw individual functionality where reasonably required for technical, security, legal, regulatory or operational reasons.
10.5 No particular feature, integration, API, AI model, third-party service or optional functionality is guaranteed to remain available throughout the Term.
11. Users, Licences and matter capacity
11.1 The Customer may use the Service only through Users holding a Licence, up to the Licence quantity stated in the Particulars.
11.2 The Customer may change the Users to whom Licences are allocated. This does not reduce the Licence quantity or the charges payable.
11.3 Additional Licences may be made available at Pracctice’s sole discretion, at Pracctice’s prevailing Licence Price plus the Continued Availability Uplift. Additional Licences are chargeable from the date made available, are co-terminous with this Agreement and do not extend the Term.
11.4 A reduction in the Licence quantity or the charges payable must be expressly agreed by Pracctice in writing.
11.5 Each paying Licence includes capacity for up to 300 live matters and 1,000 archived matters. The Customer’s permitted capacity is calculated by multiplying those limits by the number of paying Licences held at the relevant time. Free or non-chargeable Users create no additional capacity.
11.6 Where the Customer exceeds its permitted matter capacity, Pracctice may notify the Customer and require it to acquire sufficient additional paying Licences under clause 11.3 or to pay an additional charge at Pracctice’s prevailing rate plus the Continued Availability Uplift for the excess.
11.7 Matter capacity is assessed by reference to the data held within the Software regardless of the means by which it was created. Use of an API or migration of data by Pracctice does not vary or increase matter capacity.
12. Customer undertakings and acceptable use
12.1 The Customer may use the Software only for its own lawful business purposes, through Users holding Licences, in accordance with the applicable Access Type, during Extended UK Working Hours and in accordance with this Agreement.
12.2 The Customer undertakes:
12.2.1 not to share Licences or divulge the credentials of a Licence to give effect to Licence sharing between multiple users, and not to permit any person who is not an authorised User to access the Software;
12.2.2 not to copy the Software without the express written consent of Pracctice;
12.2.3 not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Software without the express written consent of Pracctice, except to the extent permitted by the Copyright, Designs and Patents Act 1988 or other applicable law which cannot be excluded;
12.2.4 not to provide or otherwise make available the Software in whole or in part in any form to any person other than the Customer’s partners, employees or contractors, nor use it for any purpose other than the Customer’s own business, without Pracctice’s prior written consent;
12.2.5 to pay all invoices on their due dates and comply with clause 7;
12.2.6 to provide its Users with suitable devices, connectivity and endpoint security meeting Pracctice’s Recommended Minimum Operating Environment published on Pracctice’s website; and
12.2.7 not to use the Service as a substitute service after the end of the migration period or otherwise than for the purpose in clause 1.2.
Security and credentials
12.3 The Customer and its Users must take reasonable steps to protect login credentials and prevent unauthorised access. Credentials must not be disclosed to another person except through an access mechanism expressly supported by Pracctice.
12.4 The Customer must notify Pracctice promptly of suspected credential compromise, unauthorised access or security incidents.
Prohibited technical activity
12.5 The Customer and its Users must not:
attempt to gain unauthorised access to the Software, its underlying systems or another customer’s data;
probe, scan or test the vulnerability or security of the Software except with Pracctice’s prior written agreement;
interfere with or circumvent authentication, access controls, Read-only controls, permitted-hours controls or other security measures;
knowingly introduce malware, malicious code or other harmful material;
deliberately interfere with, degrade, overload or disrupt the Software or its operation;
use automated processes, scripts, bots, scraping tools or other mechanisms to access, extract or operate the Software, except as expressly permitted under clause 13; or
access or use the Software through an unsupported technical method.
12.6 Any attempt to use Read-only access for live processing, or to circumvent Read-only, permitted-hours, API or integration controls, is a material breach which is not capable of remedy.
Investigation of misuse
12.7 Where Pracctice reasonably believes that this clause 12, clause 13 or clause 20 has been breached, it may investigate the relevant use of the Software, and the Customer will provide reasonable cooperation with that investigation.
12.8 Nothing in this clause limits any right expressly granted to the Customer by applicable law which cannot lawfully be excluded.
13. Third-party software, integrations and APIs
Prohibition
13.1 Except where Pracctice expressly permits otherwise under clause 13.6, the Customer must not use any third-party software integration in connection with the Service.
13.2 Except where Pracctice expressly permits otherwise under clause 13.6, API usage of any kind is prohibited during the Term.
13.3 The prohibition includes use of any Osprey Approach API, webhook, SDK, endpoint or other programmatic interface, other than technical interfaces used internally by Pracctice as part of the ordinary core operation of the Osprey Approach application; use of any third-party API, webhook, connector or programmatic integration; automated extraction, synchronisation, replication, migration or transfer through an API or integration; and use by any migration provider, software supplier, developer, consultant or other third party.
13.4 The Customer’s permitted access is through the core Osprey Approach application made available by Pracctice under the applicable Access Type.
13.5 No third-party product, licence, subscription, service or charge is supplied under this Agreement unless Pracctice expressly agrees otherwise in writing. Any third-party licence, subscription, usage charge or other cost remains the Customer’s responsibility.
Discretionary permission
13.6 Pracctice may, at its sole discretion, permit a specified integration, API or third-party service in writing. A request must be made by the Customer and must identify any third party, the application or service concerned, and the nature, purpose, endpoints and expected volume of the intended access.
13.7 Any permission under clause 13.6 may be subject to conditions, limits, additional charges (payable in advance) or technical requirements; does not create any continuing entitlement; may be varied, restricted, suspended or withdrawn by Pracctice at any time and without notice; and does not extend the availability target or create any additional support commitment.
13.8 Withdrawal of a permission does not reduce charges or extend the Term.
Terms applying to any permitted API Access
13.9 Where API Access is permitted, it is a personal, non-exclusive, non-transferable right for the Customer’s own internal business purposes, through the supported and documented endpoints and methods only, in accordance with the written permission, this Agreement and Pracctice’s published API documentation.
13.10 No third party may exercise API Access on the Customer’s behalf unless that third party is expressly named in Pracctice’s written permission (an Approved Third Party). Pracctice may refuse to approve a third party for any reason, including where it is, or is connected with or under common ownership or control with, a competitor of Pracctice.
13.11 API credentials are for the Customer’s use only. Any access, request, instruction, extraction or other activity carried out using the Customer’s credentials is treated as carried out by the Customer, whether performed by the Customer, a User, an Approved Third Party or any other person. The Customer remains fully responsible for an Approved Third Party’s access as if it were its own. Pracctice may revoke, rotate or reissue credentials at any time.
13.12 API Access exercised by or on behalf of a third party that is not an Approved Third Party is unauthorised. Pracctice may block it without notice, and it is a breach of this Agreement by the Customer where it occurs using the Customer’s credentials or with the Customer’s knowledge or authority.
13.13 Except to the extent Pracctice’s written permission expressly authorises otherwise, the Customer must not, and must ensure that no person exercising API Access on its behalf will:
use the API to circumvent, exceed or undermine Licence quantities, matter capacity, usage limits or any other commercial or technical control;
carry out systematic, bulk or comprehensive extraction, replication, copying or downloading of the Customer’s database, document store or a substantial part of either, whether in one operation or by accumulation over time;
use the API to construct, populate or maintain a substitute, parallel or replacement copy of the Customer’s practice management data outside the Software;
use the API to facilitate or effect migration of Customer Data to an alternative practice or case management system;
resell, sublicense or provide API Access or API-derived data as a service to any third party;
use the API or API-derived data to develop, train, improve or operate a product or service which competes with the Software;
conduct load, stress, penetration or performance testing against the API; or
access the API by any method other than the supported and documented endpoints and authentication mechanisms.
13.14 The sole means of obtaining a full copy of the Customer’s database under this Agreement are the backups provided under clause 16, unless Pracctice agrees otherwise as Additional Services.
13.15 Pracctice may impose, vary and enforce rate, volume, concurrency, frequency or other technical limits on API usage and may throttle, queue or reject requests. Pracctice may modify, version, suspend or withdraw any API, endpoint, method or data structure, and has no obligation to maintain compatibility with the Customer’s or a third party’s systems.
13.16 Pracctice does not warrant that any API or integration is uninterrupted, error-free or fit for any particular purpose. Support for the Customer’s or a third party’s code, configuration, systems, application or integration is not included.
13.17 Data retrieved through an API or integration remains Customer Data. Once it has left the Software, its storage, security, accuracy, onward processing, disclosure and use are solely the Customer’s responsibility, and clause 18 does not apply to it. The Customer is responsible for ensuring that retrieval and onward use, including by an Approved Third Party, complies with Data Protection Law and its professional and regulatory obligations.
13.18 Approval of a third party creates no right, benefit or entitlement in favour of that third party, and Pracctice owes no obligation, support commitment or duty of care to any Approved Third Party.
13.19 Suspension or withdrawal of API Access or an integration does not of itself suspend the Customer’s use of the Software and does not relieve the Customer of its payment obligations.
14. Third-Party Financial Applications
14.1 A Third-Party Financial Application means any banking, bank-feed, open banking, account information, payment initiation, payment-link, payment processing or other financial product or service operated or provided by a third party and accessed directly or through an integration with the Software.
14.2 A Third-Party Financial Application is not part of the Software or Service, even where the Software provides an integration or other means of access to it. Its use during the Term is subject to clause 13.
14.3 The Customer is responsible for selecting and entering into any agreement with the third-party provider; complying with that provider’s terms; obtaining and maintaining any banking permissions, consents, authorisations or credentials; paying any third-party fees; determining whether and how the application is used; and terminating or transferring its arrangements with the provider when it migrates.
14.4 Pracctice has no responsibility or liability for the availability, continuity, accuracy, completeness, security, performance, regulatory status, functionality, support, modification, suspension or withdrawal of a Third-Party Financial Application, or for any transaction, payment, account information, result or output provided, initiated or processed by it.
14.5 Pracctice may modify, suspend or withdraw an integration with a Third-Party Financial Application at any time, including where reasonably necessary because of changes to the third-party service, interface, terms, technical requirements, regulatory requirements or availability.
15. Additional Services and discretionary offerings
15.1 Pracctice may, at its sole discretion, offer Additional Services during the Term, and may decline any request without giving a reason.
15.2 Additional Services may include migration assistance, data extraction, transformation, import/export work, historical data or document work, template processing, Professional Services, bespoke reports, dashboards, workflows or configuration, training, consultancy, integration work, a specific API or third-party-service permission, technical assistance, supplier liaison and any other service Pracctice agrees to provide.
15.3 No Additional Service is included merely because it is generally available from Pracctice or was available under the Former Main Agreement.
15.4 Pracctice is not obliged to provide any Additional Service unless its scope, Price, assumptions and any material conditions have been recorded in a written quotation, order, statement of work or other written confirmation accepted by the Parties. Only the services expressly identified in that scope are included.
15.5 Unless expressly agreed otherwise, payment for Additional Services is due in full before work commences.
15.6 Any completion date, delivery date or timetable is a target only unless expressly agreed in writing to be binding. Delivery may be affected by Customer dependencies, third-party dependencies, changes in scope or information that becomes available after work has commenced. The Customer will provide the information, access, decisions, approvals and materials reasonably required, and Pracctice is not responsible for delay caused by the Customer or a third party.
15.7 Where a proposed change affects the work required, Pracctice may revise the Price, timetable, assumptions or other particulars, and is not required to undertake changed or additional work until the revised scope and Price have been agreed.
15.8 Additional Services are supplied under and governed by this Agreement. If there is any inconsistency between this Agreement and any quotation, order, statement of work or other document relating to Additional Services, this Agreement prevails.
15.9 Additional Services do not extend the Term or create any right to continued access after termination of this Agreement.
16. Database backups
16.1 The Customer may request no more than one full Customer database backup during the Term.
16.2 The Customer may request no more than one full Customer database backup at termination of this Agreement. The Customer may instead instruct Pracctice, before that backup is prepared, to delete the Customer Data in accordance with clause 19.
16.3 Each backup is separately chargeable at Pracctice’s prevailing standard full database backup rate at the time the backup is provided. The total data size will be determined by Pracctice.
16.4 The applicable backup charge must be paid in full in advance before Pracctice is required to prepare or provide the backup.
16.5 A backup requested during the Term will represent the Customer’s database position at 00:00 immediately following the agreed day.
16.6 A backup requested at termination will represent the Customer’s database position at 00:00 immediately following the final day of the Term.
16.7 Backups will be prepared outside Extended UK Working Hours and supplied using Pracctice’s standard secure delivery method.
16.8 Pracctice will use reasonable endeavours to make a backup available within five Working Days after the relevant backup date, or after receipt of payment if later.
16.9 Pracctice will notify the Customer when a backup is available. It will remain available for secure collection for 14 calendar days from notification, after which Pracctice may delete the supplied copy. Failure to collect does not extend the retention period in clause 19.
16.10 No live, real-time or Customer-selected intra-day snapshot is provided.
16.11 Restoration, conversion, interpretation, migration assistance, supplier liaison or assistance with use of a backup outside Osprey is not included unless separately agreed as Additional Services.
16.12 Any request for a further backup or copy is outside the entitlement in this clause and may be offered only at Pracctice’s discretion as Additional Services, where Pracctice is still able and willing to provide it.
17. Customer Data and content
17.1 Customer Data remains the property of the Customer. Pracctice does not acquire ownership of Customer Data under this Agreement.
17.2 The Customer is responsible for the legality, accuracy and appropriateness of Customer Data and other content it enters, uploads, stores or processes using the Service.
17.3 The Customer must not knowingly use the Service to store, transmit or process material which is unlawful, infringes the intellectual property or other rights of a third party, contains malicious code, or which the Customer is not lawfully entitled to hold or process.
17.4 The Customer remains responsible for its professional, regulatory, record-retention and data-retention obligations.
18. Data protection
Status
18.1 In relation to Customer Personal Data processed by Pracctice for the purpose of providing the Service and Additional Services, the Customer is the Controller and Pracctice is the Processor.
18.2 Where Pracctice processes personal data for its own legitimate business purposes, including agreement administration, billing, account administration, security, fraud prevention, legal compliance, evidencing formation and use of this Agreement, and the management of its own business records, Pracctice acts as an independent Controller.
18.3 Nothing in this Agreement transfers to Pracctice responsibility for determining whether the Customer is lawfully entitled to collect, retain, disclose or otherwise process Customer Personal Data.
Details of processing
18.4 The subject matter of the processing is the Customer Personal Data processed through the Service and Additional Services.
18.5 Processing will continue for the Term and for any reasonable period afterwards required to complete return, deletion, backup rotation, legal retention or other obligations under this Agreement.
18.6 The nature and purpose of the processing may include collection, receipt, storage, organisation, retrieval, consultation, use, transmission, migration, backup, support, alteration and deletion as reasonably required to provide the Service and act on the Customer’s documented instructions.
18.7 Customer Personal Data may include any categories of Personal Data the Customer elects to place in the Software, including identity and contact information, client and matter information, correspondence, financial information and, where the Customer chooses to process it, Special Category Data or data relating to criminal allegations, offences or convictions. Data Subjects may include the Customer’s clients and prospective clients, employees, partners, officers, suppliers, professional advisers, counterparties, witnesses, beneficiaries and other persons whose Personal Data the Customer elects to process.
Customer responsibilities and warranties
18.8 The Customer is responsible for, and warrants, that:
its Processing of Customer Personal Data complies with Data Protection Law;
it has a lawful basis and, where required, an additional lawful condition for Processing all Customer Personal Data placed in the Software, including for its continued retention and Processing during the Term;
its collection, use, disclosure and retention of Customer Personal Data is lawful;
all privacy information and notices required by Data Protection Law have been provided;
its instructions to Pracctice are lawful; and
it is entitled to provide Customer Personal Data to Pracctice for Processing under this Agreement.
18.9 The Customer is responsible for determining whether it is lawful and appropriate to place Special Category Data, criminal-offence data, legally privileged information or other sensitive information in the Software, and for determining retention periods.
18.10 Pracctice is entitled to rely on the Customer’s instructions and is not required to independently determine the legality, accuracy, completeness or appropriateness of Customer Personal Data or the Customer’s Processing purposes.
Documented instructions
18.11 Pracctice will Process Customer Personal Data only on documented instructions from the Customer, unless required otherwise by applicable law, in which case Pracctice will inform the Customer before Processing unless the law prohibits it.
18.12 The Customer’s documented instructions comprise this Agreement and the Particulars; authorised use and configuration of the Service; authorised support, backup, deletion and administration requests; agreed Additional Services; and any other written instruction accepted by Pracctice.
18.13 If Pracctice reasonably considers that an instruction infringes Data Protection Law, it may suspend acting on that instruction while informing the Customer and seeking clarification or a lawful alternative.
Confidentiality and security
18.14 Pracctice will ensure that persons authorised to Process Customer Personal Data are subject to an appropriate duty of confidentiality, and will limit access to persons who require it for their duties.
18.15 Pracctice will maintain appropriate technical and organisational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the Processing, the risks, the state of the art and the costs of implementation. Pracctice may modify individual measures provided the overall level of protection is not materially reduced.
18.16 The Customer remains responsible for security matters within its control, including User access, permissions, credentials, endpoint security and the conduct of its Users.
Subprocessors
18.17 The Customer gives Pracctice general written authorisation to appoint Subprocessors for the purpose of providing the Service.
18.18 Pracctice will ensure that each Subprocessor is subject to written data-protection obligations substantially equivalent to those in this clause to the extent applicable, and remains responsible for a Subprocessor’s data-protection obligations to the extent required by Data Protection Law.
18.19 Pracctice will make information about material Subprocessors available and give reasonable prior notice of a material intended addition or replacement.
18.20 The Customer may object only on reasonable and documented data-protection grounds. If an objection cannot be resolved and use of the Subprocessor is reasonably necessary to provide the Service or to meet legal, security or operational requirements, Pracctice may terminate the affected Service or, where it cannot reasonably be separated, this Agreement, on written notice. Such termination does not entitle the Customer to any refund of charges accrued.
Location and transfers
18.21 Customer Personal Data will be stored within the UK. Any restricted transfer outside the UK will be made only in accordance with Data Protection Law.
Data Subject requests, breaches and assistance
18.22 The Customer is responsible for responding to Data Subject requests. Taking account of the nature of the Processing, Pracctice will provide reasonable assistance where required by Data Protection Law, and will not respond substantively to a Data Subject request except on the Customer’s instructions or where required by law.
18.23 Pracctice will notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data, and will provide information reasonably available to it, which may be provided in phases.
18.24 The Customer is responsible for deciding whether notification to the ICO, another regulator or affected Data Subjects is required, and for making it, except where Data Protection Law places that duty on Pracctice. Notification or cooperation under this clause is not an admission of fault or liability.
18.25 Pracctice will provide the assistance reasonably required of a Processor under Data Protection Law in relation to security, Personal Data Breaches, data protection impact assessments and prior consultation with supervisory authorities.
18.26 Assistance under clauses 18.22 to 18.25 requiring material work outside the normal operation of the Service may be charged as Additional Services, except to the extent required as a direct result of Pracctice’s breach of Data Protection Law.
Audit
18.27 Pracctice will make available information reasonably necessary to demonstrate compliance with its Processor obligations. The Customer will ordinarily rely on compliance documentation, certifications, policies and reports before requesting an on-site or bespoke audit.
18.28 Any audit must be reasonably required under Data Protection Law and is subject to reasonable prior written notice; no more than one audit in any 12-month period (including any audit under the Former Main Agreement) unless required by a supervisory authority, following a material Personal Data Breach, or by Data Protection Law; performance during Working Hours without material disruption; compliance with Pracctice’s reasonable security and confidentiality requirements; no access to another customer’s information or information Pracctice is prohibited from disclosing; and, where conducted by a third party, that party being an independent professional auditor who is not a competitor of Pracctice.
18.29 The Customer bears its own audit costs and Pracctice’s reasonable costs of supporting a bespoke audit, unless the audit identifies a material breach by Pracctice of its obligations under this clause.
Customer indemnity
18.30 The Customer will indemnify Pracctice against losses, liabilities, claims, damages and reasonable professional costs arising from the Customer’s breach of Data Protection Law in relation to Customer Personal Data; an unlawful instruction given by the Customer; the Customer’s failure to establish or maintain an appropriate lawful basis or condition for Processing or retention; Customer Personal Data which the Customer was not lawfully entitled to collect, disclose, retain or Process; or a breach by the Customer of this clause 18, except to the extent the loss was caused by Pracctice’s own breach of Data Protection Law or this clause.
18.31 The indemnity in clause 18.30 includes reasonable costs of responding to regulatory investigations and, to the extent lawfully indemnifiable, regulatory penalties.
18.32 If there is an inconsistency between this clause 18 and another provision of this Agreement concerning Processing of Customer Personal Data, this clause prevails to the extent required to comply with Data Protection Law.
19. Return, retention and deletion of Customer Data
19.1 Subject to clause 16 and legal retention requirements, the Customer is responsible for arranging extraction, backup or other return of Customer Data before or at the end of the Term. Unless the Customer instructs deletion before the termination backup is prepared, the Customer is treated as having elected return, and the backups under clause 16 are the standard mechanism for return.
19.2 Unless Customer Data is lawfully retained for another purpose or applicable law requires otherwise, Pracctice may permanently delete the Customer’s database, documents, files and other Customer Data from active production systems 30 calendar days after termination of this Agreement.
19.3 Failure to request, pay for or collect a backup does not extend the retention period.
19.4 Once Customer Data has been deleted from active production systems, Pracctice has no obligation to restore, reconstruct or make it available.
19.5 Customer Personal Data contained in internal backup, disaster-recovery or residual systems may remain until overwritten or deleted through Pracctice’s normal retention cycle. It will remain protected, will not be restored to active use except where reasonably required for disaster recovery, legal compliance or another lawful internal purpose, and does not constitute a customer-accessible archive or give the Customer any right to require restoration, extraction or supply of another copy.
20. Artificial Intelligence Functionality
20.1 AI Functionality forms part of the Service only to the extent it remains expressly made available by Pracctice. Nothing in this Agreement requires Pracctice to provide any particular AI Functionality.
20.2 The Customer is responsible for deciding whether AI Functionality is appropriate for its business and professional purposes, which Users may use it, what information may properly be submitted to it, how AI Output is reviewed, verified and used, and whether its use complies with the Customer’s legal, regulatory, professional and other obligations. Use of AI Functionality does not transfer to Pracctice any responsibility owed by the Customer or its Users to clients, courts, regulators, counterparties or any other person.
20.3 AI Output must not be treated as authoritative, complete or independently verified. The Customer must ensure that an appropriately competent person reviews and verifies AI Output before it is relied upon, communicated externally or used to make or support a material decision, including legal propositions and analysis; citations, authorities, legislation and case references; factual statements; financial or accounting information; calculations; dates and deadlines; client or matter information; and documents intended for filing with a court, tribunal, regulator or public authority.
20.4 The Customer acknowledges that AI Functionality may operate using probabilistic or statistical methods and may produce output which is inaccurate, incomplete, misleading, outdated, biased, unsupported by source material or apparently authoritative despite being incorrect, including references, citations or authorities which do not exist.
20.5 Pracctice does not warrant that AI Output is accurate, complete, unique, current, legally correct, professionally appropriate, capable of intellectual property protection or suitable for reliance without independent review, and does not provide legal, accounting, regulatory or other professional advice through AI Functionality.
20.6 The Customer must not submit information to AI Functionality unless lawfully entitled to process it for the intended purpose, and is responsible for determining whether confidential information, legally privileged material, Special Category Data, criminal-offence data or other sensitive information may appropriately be submitted. Processing of Customer Personal Data through AI Functionality is governed by clause 18.
20.7 The Customer must not submit Customer Data or other information obtained through the Software to an external or unsupported AI service by automated extraction, scraping, integration or other technical process unless authorised by Pracctice under clause 13.
20.8 Pracctice will not use Customer Personal Data to train a general-purpose AI model except where the Customer has expressly instructed or agreed to it, or the information has first been anonymised so that it is no longer Personal Data and cannot reasonably be associated with the Customer, its clients or Data Subjects.
20.9 A prompt, instruction, configuration or other input provided by a User through AI Functionality is treated as an instruction from the Customer. Pracctice is not responsible for AI Output being inappropriate or incorrect because of an incomplete, inaccurate, ambiguous or inappropriate prompt, instruction, source document or other input supplied by the Customer or a User.
20.10 The Customer and its Users must not use AI Functionality for any unlawful purpose; to circumvent professional, regulatory or legal obligations; to represent unverified AI Output as verified fact; to knowingly create or submit false or misleading material; to make a final professional judgement or material decision requiring human oversight without that oversight; to gain unauthorised access to information, systems or another customer’s data; to generate malicious code; to discover, extract or reproduce system prompts, security controls, model configuration or other protected elements; to circumvent usage, safety, security or access controls; to reverse engineer or attempt to derive the underlying model, methods or architecture; or to train, reproduce or develop a competing software product or AI model.
20.11 AI Functionality may depend on third-party models, infrastructure or services. Pracctice may select, replace or cease using a third-party AI provider, does not warrant the continued availability of any particular model, version or provider, and is not responsible for changes made independently by that provider.
20.12 Pracctice may modify, suspend or withdraw AI Functionality at any time for technical, security, safety, legal, regulatory, commercial or operational reasons, and may impose usage, rate, volume or processing limits. Access to AI Functionality does not create an entitlement to unlimited usage. Changes in third-party AI provider charges may be passed through in accordance with clause 7.6.
20.13 Pracctice retains all rights in the Software, AI Functionality, system prompts, configurations, methods, workflows, templates and other proprietary elements. To the extent Pracctice has the right to do so, the Customer may use AI Output produced through authorised use for its own business purposes and is responsible for determining whether it may lawfully be used, reproduced, published or supplied to another person.
20.14 The Customer is responsible for maintaining any records of AI use, prompts, review or approval required by its regulator, applicable law or its own governance. Pracctice may retain technical and audit information concerning use of AI Functionality where reasonably required for security, support, service operation, investigation of misuse, regulatory compliance and improvement of the Software, subject to clause 18 where it contains Personal Data.
20.15 Pracctice may suspend a User’s access to AI Functionality where it reasonably believes this clause has been materially breached, use presents a security or operational risk, continued use may be unlawful or create a material risk to Pracctice, another customer or a third party, or suspension is required by a third-party provider or competent authority.
20.16 Availability of AI Functionality is not included in the availability target in clause 9. Suspension or withdrawal of AI Functionality does not constitute suspension of the Service as a whole, does not reduce charges and does not extend the Term.
20.17 Subject to Pracctice’s obligations under applicable law and this Agreement, the Customer is responsible for losses, claims and consequences arising from reliance on AI Output without the review required by this clause, unlawful or unauthorised inputs or instructions, use of AI Output contrary to law or professional regulation, failure to verify material AI Output, or modification or use of AI Output after it has been supplied by the Software. The Customer will indemnify Pracctice against third-party claims, regulatory costs and reasonable professional costs arising from those matters, except to the extent caused by Pracctice’s breach of this Agreement or applicable law.
21. Intellectual property rights
21.1 All title, interests and rights (including intellectual property rights) in the Software and the Service remain with Pracctice and/or its suppliers. The Customer acknowledges them and will not take any action to jeopardise, limit or interfere with them, including by using Pracctice’s trade marks or trade names.
21.2 The Customer receives only the limited right to use the Service during the Term in accordance with this Agreement. No right is granted to commercially exploit, sublicense, reverse engineer or create derivative products from the Software, except where applicable law prevents that restriction.
21.3 The Customer will faithfully reproduce Pracctice’s copyright notice on all copies of the Software, whether authorised or not. The Customer will not, during or after the Term, without Pracctice’s prior written consent, abuse or permit the abuse of that copyright, or use or adopt any trade mark, trade name or commercial designation that includes, is similar to or may be mistaken for any trade mark, trade name or commercial designation used by Pracctice.
21.4 Title and related rights in content accessed through the Service belong to the relevant content owner. This Agreement gives the Customer no rights to that content, and the Customer must ensure it has any consent or licence required to use it.
22. Intellectual property infringement
22.1 Subject to clause 24, Pracctice will indemnify the Customer against damages and reasonable costs finally awarded to a third party, or agreed by Pracctice in settlement, arising from a claim that authorised normal use of the Software in accordance with this Agreement infringes that third party’s patent, copyright, registered design or trade mark rights (Intellectual Property Infringement).
22.2 If an Intellectual Property Infringement occurs or Pracctice reasonably considers one likely, Pracctice may, at its option and without additional charge, obtain a right for the Customer to continue using the affected Software, or alter, modify or replace it so that it becomes non-infringing with substantially equivalent functionality, or, where neither is reasonably practicable, withdraw the affected functionality without any reduction in charges.
22.3 Pracctice has no liability under this clause to the extent a claim arises from use contrary to this Agreement or Pracctice’s documented instructions; modification of the Software by anyone other than Pracctice or a person authorised by it; combination with a product, service, data or process not supplied or authorised by Pracctice where the infringement would not otherwise have arisen; or Customer Data or other material supplied or instructed by the Customer.
22.4 This clause states Pracctice’s entire obligation and liability in relation to third-party claims of Intellectual Property Infringement.
23. Warranties
23.1 Pracctice warrants that it has the rights and authority necessary to provide the Service.
23.2 Subject to the reduced availability commitment and restrictions in this Agreement, the core Osprey Approach application will operate substantially in accordance with the functionality Pracctice elects to continue making available for the applicable Access Type.
23.3 Pracctice gives no warranty in relation to AI Functionality, any API, any integration or any Third-Party Financial Application, except as expressly stated in this Agreement.
23.4 The Customer acknowledges that it has reviewed the functionality available, performed its own due diligence, and satisfied itself that the Service is suitable for its migration purposes. Any description of functionality on Pracctice’s website describes the Software only, does not form part of this Agreement and does not define the operation, availability, performance or support of the Service.
23.5 The Customer acknowledges that Continued Availability is a temporary migration facility and not a long-term replacement service.
23.6 Except as expressly stated in this Agreement and to the fullest extent permitted by law, no other warranty, condition or term is implied.
24. Liability
24.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
24.2 Subject to clause 24.1, Pracctice’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, will not exceed an amount equal to six months of the Continued Availability monthly charge at the rate in force when the event giving rise to the claim occurs. This cap applies from the Continued Availability Commencement Date, including where the event occurs during the first six months of the Term.
24.3 Subject to clause 24.1, Pracctice will not be liable for loss of profit; loss of revenue; loss of business or business opportunity; loss of contracts; loss of anticipated savings; loss of goodwill or reputation; business interruption; costs of migration or of alternative arrangements; or any indirect, special or consequential loss, whether or not reasonably foreseeable and whether or not Pracctice had been advised of its possibility.
24.4 The limitations and exclusions in this clause do not limit or affect the Customer’s obligation to pay any Price, charge, accelerated amount or other sum due.
24.5 No limitation or exclusion of liability in this clause applies to an indemnity given by the Customer under clause 18 or clause 20. Those indemnities are subject only to any limitation which applicable law requires.
24.6 Pracctice’s liability under clause 22 is subject to the cap in clause 24.2.
24.7 The Customer may not recover more than once under this Agreement and the Former Main Agreement in respect of the same loss or damage.
24.8 Each limitation or exclusion in this clause operates separately and continues to apply after termination or expiry of this Agreement.
25. Confidentiality
25.1 Each Party will keep the other Party’s Confidential Information confidential during the Term and afterwards for so long as it remains confidential.
25.2 Each Party will protect the other’s Confidential Information using no less than reasonable care, use it only for purposes permitted by this Agreement, and disclose it only to its employees, officers, professional advisers, agents and contractors who need to know it for those purposes and are subject to appropriate confidentiality obligations.
25.3 These obligations do not apply to information which is or becomes public other than through breach of this Agreement; was lawfully known to the receiving Party without restriction before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the other Party’s Confidential Information.
25.4 A Party may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority. Where legally permitted, it will give the disclosing Party reasonable prior notice and reasonable cooperation, at the disclosing Party’s cost, if the disclosing Party wishes to seek protection or limit the disclosure.
25.5 Nothing in this clause prevents a Party from retaining Confidential Information where required by law, regulation, professional obligation or the proper maintenance of legal or business records, provided it remains protected in accordance with this clause.
26. Regulatory access
26.1 Pracctice will enable the SRA or an authorised agent of the SRA, the CLC or an authorised agent of the CLC, or another competent regulator, court or public authority, to obtain information from or inspect the records of the Customer Data held within the Software, where Pracctice is lawfully required to provide such access.
26.2 Regulatory access under this clause is not a breach of clause 18 or clause 25, and is not an Additional Service chargeable to the regulator, save that reasonable costs may be recovered from the Customer where the law permits.
27. Suspension
27.1 Pracctice may suspend all or part of the Service where reasonably necessary to address overdue payment; protect the security or integrity of the Software, its systems or other customers; prevent or contain a security incident; prevent material disruption; prevent unlawful or unauthorised use; address a breach or suspected breach; enforce Read-only, permitted-hours, API, integration or AI restrictions; or comply with law or a competent authority.
27.2 Where reasonably practicable, Pracctice will limit suspension to the affected User, credential, functionality, third party or activity.
27.3 Pracctice will restore suspended access when the reason for suspension has been resolved, subject to any separate right of suspension or termination under this Agreement.
27.4 Suspension does not terminate this Agreement, extend the Term, alter the maximum end date or relieve the Customer of charges falling due during suspension.
28. Termination
28.1 This Agreement terminates automatically in accordance with clause 6.
28.2 Pracctice may terminate this Agreement immediately by written notice where:
28.2.1 clause 7.14 applies and the full amount then due remains unpaid;
28.2.2 the Customer commits a material breach which is not capable of remedy, including a breach described in clause 12.6;
28.2.3 the Customer commits a material breach which is capable of remedy and fails to remedy it within 14 days after written notice requiring it to do so;
28.2.4 it becomes unlawful for Pracctice to continue to provide the Service, or Pracctice is required to cease the Service by a competent regulatory or other authority; or
28.2.5 clause 18.20 applies.
28.3 The Customer may terminate this Agreement by written notice where Pracctice commits a material breach and, where capable of remedy, fails to remedy it within 30 days after written notice requiring it to do so. A failure by the Customer to pay is governed by clause 7 and not by this clause.
28.4 To the extent permitted by applicable insolvency law, either Party may terminate this Agreement immediately by written notice if the other convenes a meeting of its creditors; a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or for any other composition, scheme or arrangement with or for the benefit of its creditors; it is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; a trustee, receiver, administrative receiver or similar officer is appointed over all or any part of its business or assets; or a petition is presented, a meeting convened or other steps taken for its winding up or for an administration order, otherwise than for a bona fide amalgamation or reconstruction.
29. Consequences of termination and survival
29.1 On termination for any reason, the Customer’s access to the Software will be disabled and the Customer’s right to use it ends.
29.2 Termination does not affect any right, remedy, liability or obligation accrued before termination, including any amount which has become due or has been accelerated under clause 7.
29.3 Suspension or termination resulting from the Customer’s breach does not create any right to a refund.
29.4 The following survive termination to the extent relevant to matters arising before or as a consequence of termination: clauses 1.4 to 1.6, 7 (in relation to amounts due or accrued), 12.2.2 to 12.2.4, 13.17, 16.2 to 16.12, 17, 18, 19, 20 (in relation to AI use before termination, including the Customer indemnity), 21, 22, 24, 25, 26, 29, 32, 36 and 39, and any other provision which by its nature is intended to continue.
30. Matters beyond reasonable control
30.1 A Party will not be liable for failure to perform an obligation where prevented by a matter beyond its reasonable control, including lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, pandemic, acts of local or central government or other competent authorities, cyber-attack not caused by that Party’s failure to maintain the measures required by this Agreement, failure of third-party hosting or infrastructure providers, or acts or omissions of third-party telecommunications service providers.
30.2 This clause does not relieve the Customer from liability to pay any amount which accrued or became due before the relevant matter, or any amount properly due for the Service remaining available during that period, and does not extend the Term.
31. Notices
31.1 A formal notice under this Agreement may be delivered by hand to the registered office or principal business address of the receiving Party, sent by pre-paid first-class post to that address, or sent by email to the receiving Party’s Notice Email Address.
31.2 A Party may change its Notice Email Address by notice under this clause.
31.3 A notice is treated as received: if delivered by hand during Working Hours, at delivery, otherwise at 09:00 on the next Working Day; if sent by first-class post, at 09:00 on the third Working Day after posting; and if sent by email during Working Hours, at transmission, otherwise at 09:00 on the next Working Day. An email is not treated as received if the sender receives an automated non-delivery message or other clear evidence that it was not delivered.
31.4 This clause does not apply to service of proceedings or other documents in legal proceedings where procedural rules require another method.
32. Complaints and dispute resolution
32.1 A Customer complaint concerning the Service should first be raised through Pracctice’s Escalation & Complaints Procedure, available on Pracctice’s website or on request. A formal complaint may be made in writing by email to complaints@ospreyapproach.com or by post to Pracctice’s registered office.
32.2 If the complaint remains unresolved after that procedure and the Customer wishes to pursue it as a formal dispute, either Party may give the other written notice of the dispute in accordance with clause 31. A dispute not reasonably capable of being dealt with through that procedure may be raised directly under this clause.
32.3 Senior representatives with authority to settle will attempt in good faith to resolve the dispute within 20 Working Days after the formal dispute notice.
32.4 If unresolved, either Party may refer the dispute to mediation under the CEDR Model Mediation Procedure. The mediator’s and CEDR’s charges will be shared equally unless otherwise agreed. Each Party bears its own other costs.
32.5 Nothing in this clause prevents either Party from seeking urgent injunctive or other interim relief from a court where reasonably necessary to protect its rights, property, Confidential Information, intellectual property, Customer Data or systems.
32.6 A complaint, dispute or mediation does not suspend any payment obligation, suspension right or other right or remedy, and does not extend the Term.
33. Assignment and subcontracting
33.1 Pracctice may assign or subcontract any or all of its rights and obligations under this Agreement without further Customer consent.
33.2 The Customer may not assign or transfer this Agreement or any of its rights under it without Pracctice’s prior written consent. Where the Customer’s business becomes an LLP, is merged or is taken over in whole or substantially in whole by another party, Pracctice will not unreasonably withhold or delay consent, but may review the charges to the extent the change affects the Licence quantity, matter capacity or provision of the Service. Any consent does not extend the Term.
34. Waiver
34.1 Failure or delay in exercising a right does not waive that right or prejudice the right to take subsequent action.
34.2 A waiver of a breach does not waive any prior, concurrent or subsequent breach. A waiver is effective only if in writing and signed by an authorised representative of the waiving Party.
35. Amendment of terms
35.1 Pracctice may amend the published terms of Continued Availability from time to time without prior notice. Amendments apply to Continued Availability Agreements formed after publication, subject to clause 2.9.
35.2 Pracctice may amend this Agreement during an existing Term on not less than 30 days’ notice, given by email to the Customer Notice Email Address or by posting on Pracctice’s website, provided the amendment does not unreasonably alter the terms applicable during that Term or materially change their commercial effect. Continued use of the Service after the notice period is treated as acceptance.
35.3 No amendment creates a new, extended or replacement Continued Availability period.
36. Entire agreement, acceptance and reliance
36.1 This Agreement, including the Particulars, constitutes the entire agreement between the Parties concerning Continued Availability and supersedes all prior and contemporaneous agreements, discussions, proposals, statements and representations concerning that subject matter. To the extent that any provision of the Former Main Agreement concerning continued or post-termination access is inconsistent with this Agreement, this Agreement prevails.
36.2 Each Party acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in this Agreement and will have no remedy in respect of one.
36.3 Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.
36.4 No separate signature is required. A request for Continued Availability or for access to be switched back on, or any login by or on behalf of the Customer after the Former Main Agreement Termination Date where no Main Agreement is in place, constitutes acceptance of this Agreement in accordance with clause 2.
37. No migration commitment
37.1 Continued Availability gives the Customer temporary access to its Osprey environment so that it can arrange and complete migration to alternative arrangements.
37.2 Pracctice does not undertake to perform, manage, supervise or guarantee the Customer’s migration, and is not responsible for obtaining information for, or cooperating with, the Customer’s new supplier except as agreed as Additional Services.
37.3 Migration assistance, extraction, transformation, supplier liaison or other migration-related work is outside the standard Service and may be offered only at Pracctice’s discretion as Additional Services.
37.4 The Customer’s migration timetable does not alter the Term or create a right to further access.
38. General
38.1 Nothing in this Agreement creates a partnership, joint venture, agency or franchise relationship.
38.2 Nothing in this Agreement confers any right or benefit on any person other than Pracctice and the Customer, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
38.3 If any provision is held invalid, unlawful or unenforceable, it will be severed to the minimum extent necessary and the remaining provisions will continue in force.
39. Governing law and jurisdiction
39.1 This Agreement and any dispute or claim arising out of or in connection with it, including its existence, formation, validity or termination and any non-contractual dispute or claim, are governed by the law of England and Wales.
39.2 Subject to clause 32.5, the courts of England and Wales have exclusive jurisdiction.
Record of formation
No signature is required to establish this Agreement. A request for Continued Availability or for access to be switched back on, or any login to Osprey Approach by or on behalf of the Customer after the Former Main Agreement Termination Date where no Main Agreement is in place, constitutes acceptance of this Agreement. |
