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Access UK SaaS Licensing Terms and Conditions
Reference: AUK2026-2
Date: 21/08/2026
Applicable Products: All Access SaaS Products as specified in the Agreement
These Licensing Terms and Conditions form part of the Agreement between Access UK Ltd (“Access”) and the licensor (“Customer”) for the provision of the Licenced SaaS.
1. DEFINITIONS
"Agreement" means the contract, framework call-off, purchase order, or other contractual instrument pursuant to which the Customer has procured the Licenced SaaS, including any associated statement of work or order form.
"Authorised Users" means those employees or individual contractors of the Customer who are permitted to access and use the Licenced SaaS in accordance with the Agreement.
"Critical Upgrade" has the meaning given in clause 9.1 of these Licencing Terms.
"Customer Data" means any data, content, or materials uploaded to, processed by, or otherwise made available via the Licenced SaaS by the Customer or its Authorised Users.
"Documentation" means the user guides, technical documentation, online help materials, and other supporting materials provided by Access relating to the Licenced SaaS, as updated from time to time.
"Fees" means the fees payable by the Customer for the Licenced SaaS as set out in the Agreement.
"Intellectual Property Rights" means all intellectual and industrial property rights including patents, trademarks, rights in designs, copyright (including rights in software), database rights, know-how, and all other forms of intellectual property protection, whether registered or unregistered, and including applications for registration, anywhere in the world.
"Licenced SaaS" means the Access proprietary software-as-a-service products specified in the Agreement, including all updates, modifications, and new versions made generally available by Access during the term of the Agreement.
"Permitted Configuration" means configuration of the Licenced SaaS using only the tools, methods, and parameters expressly specified in the Documentation.
"SaaS SLA" means the service level agreement applicable to the Licenced SaaS as notified by Access from time to time.
"Thresholds" means any usage restrictions or volume limits applicable to the Licenced SaaS as specified in the Agreement.
2. LICENCE
2.1. In consideration of and conditional upon payment of the Fees in accordance with the Agreement, Access grants the Customer a non-exclusive, non-transferable, revocable right, without the right to sublicense, to access and use the Licenced SaaS solely for the Customer's internal business purposes. Such right commences on the date the Licenced SaaS is made available to the Customer and continues for the duration of the Agreement's term.
2.2. The Customer shall use the Licenced SaaS only in accordance with the usage parameters and restrictions specified in the Agreement and the Documentation.
2.3. Access reserves the right to add, modify, and discontinue features of the Licenced SaaS at any time. In relation to any material feature changes, Access will use commercially reasonable efforts to provide reasonable advance notice, except where changes are required to address security vulnerabilities, legal or regulatory compliance obligations, or are otherwise economically or technically necessary.
2.4. Access reserves the right, at its reasonable discretion, to monitor, audit, and review the Customer's use of the Licenced SaaS (including by remote access to usage data and logs) to assess whether the Customer's use exceeds any applicable Thresholds or otherwise falls outside the scope of the licence granted under clause 2.1.
2.5. In the event that the Customer's use of the Licenced SaaS exceeds any applicable Threshold, Access reserves the right to invoice the Customer for the excess usage at Access's prevailing rates, and to adjust the applicable Threshold and associated Fees for the following subscription period accordingly.
2.6. Access shall supply the Licenced SaaS in accordance with the SaaS SLA applicable at the Effective Date of the Agreement, as updated from time to time.
3. RESTRICTIONS ON USE
3.1. The Customer shall not, and shall ensure that its Authorised Users and any third parties shall not:
(a) modify, adapt, or create derivative works of the Licenced SaaS, except through Permitted Configuration;
(b) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code, algorithms, or underlying logic of the Licenced SaaS, except to the extent such restriction is prohibited by applicable law;
(c) copy, reproduce, or make the Licenced SaaS available in any manner not expressly permitted by these Licencing Terms or the Agreement;
(d) remove, obscure, or alter any proprietary notices, branding, or copyright markings on or within the Licenced SaaS or Documentation
(e) use the Licenced SaaS to build, develop, or support a product or service that competes with the Licenced SaaS or any other Access product;
(f) directly access, modify, delete, or otherwise manipulate data in any underlying database of the Licenced SaaS except through the user interface or documented APIs;
(g) circumvent, disable, or otherwise interfere with any security features, access controls, licence enforcement mechanisms, or usage monitoring capabilities embedded in or associated with the Licenced SaaS;
(h) use the Licenced SaaS in violation of applicable laws or regulations, including data protection legislation;
(i) conduct or permit penetration testing, vulnerability scanning, or security assessments on the Licenced SaaS or associated infrastructure without Access's prior written consent; or
(j) upload or introduce any virus, malware, or other harmful code into the Licenced SaaS or any associated infrastructure.
4. AUTHORISED USERS AND ACCESS CREDENTIALS
4.1. The Customer shall ensure that access to the Licenced SaaS is limited to Authorised Users only. The number of Authorised Users shall not exceed any user limit specified in the Agreement.
4.2. The Customer shall ensure the security and confidentiality of all access credentials (including usernames, passwords, and any other authentication mechanisms) assigned to or created by the Customer or its Authorised Users. The Customer shall be solely responsible for all activities carried out under such credentials.
4.3. Where multi-factor authentication ("MFA") is available for the Licenced SaaS, the Customer shall ensure that MFA is enabled for all Authorised Users in accordance with Access's recommendations.
4.4. The Customer shall promptly notify Access upon becoming aware of any actual or suspected unauthorised access to or use of the Licenced SaaS or any compromise of access credentials.
4.5. The Customer shall designate a named system administrator responsible for managing Authorised User access and for acting as the primary point of contact with Access in relation to the Licenced SaaS.
5. THIRD PARTY ACCESS
5.1. Unless the Agreement explicitly provides otherwise, the Customer shall not share or make available the Licenced SaaS to any third party without Access's prior written consent.
5.2. Where Access consents to third party access under clause 5.1, the Customer may permit access to the Licenced SaaS to: (i) its group companies; (ii) third party service providers acting on the Customer's behalf under a written agreement that imposes obligations no less protective than those in these Licencing Terms; or (iii) such other third parties as are expressly identified in the Agreement. The Customer shall notify Access of any such arrangements and shall remain fully responsible for such third parties' compliance with these Licencing Terms.
6. INTELLECTUAL PROPERTY
6.1. Access and its licensors retain all right, title, and interest in and to the Licenced SaaS, including all Intellectual Property Rights therein. This includes all updates, enhancements, modifications, configurations, customisations, derivative works, and any other changes to the Licenced SaaS, whether made by Access, the Customer, or any third party. No Intellectual Property Rights are transferred to the Customer by these Licencing Terms or the Agreement.
7. CONFIGURATION
7.1. The Customer may configure the Licenced SaaS to the extent, and in the manner, specified in the Documentation and the Agreement as Permitted Configuration. Access may provide configuration assistance as Consulting Services under the Agreement.
7.2. The Customer is responsible for the accuracy, completeness, and appropriateness of any configuration it undertakes. Access's support obligations do not extend to defects, errors, or issues arising from configuration choices that are inconsistent with the Documentation or Access's recommendations, or that have been performed by a third party not approved by Access.
8. CUSTOMER OBLIGATIONS
8.1. The Customer shall:
(a) ensure that all Authorised Users are made aware of, and comply with, these Licencing Terms as a condition of their access;
(b) implement and maintain appropriate technical and organisational security measures to protect the Licenced SaaS and Customer Data against unauthorised access, loss, or disclosure;
(c) promptly notify Access of any security breach, data loss, or unauthorised access affecting the Licenced SaaS or any Customer Data processed within it; and
(d) maintain accurate records of Authorised User numbers and usage, and cooperate fully with any compliance audit conducted by Access in accordance with clause 2.4.
9. CRITICAL UPGRADES
9.1. The Customer acknowledges that Access may deploy updates to the Licenced SaaS from time to time to reflect improvements to functionality, security, safety, and regulatory compliance. Access will use commercially reasonable efforts to minimise disruption to the Customer's use of the Licenced SaaS in connection with such updates. The Customer acknowledges that certain updates may be designated by Access, acting reasonably, as critical to the security or functionality of the Licenced SaaS and/or the protection of personal data processed therein ("Critical Upgrade").
9.2. If the Customer fails to implement a Critical Upgrade within the specified timeframe, the Customer acknowledges this may result in:
(a) limited technical support availability for the affected Licenced SaaS; and
(b) increased exposure to security risks and potential regulatory non-compliance.
10. AI Features
10.1. Where any Licensed Program includes functionality that uses machine learning or other artificial intelligence (“AI Features”), the Customer's use of those AI Features is additionally subject to the AI Terms incorporated by reference into the Schedule.
10.2. The Customer's use of the Licensed Programs generally (including but not limited to any AI Features) is subject to the Acceptable Use Policy incorporated by reference into the Schedule.
10.3. Where the Customer is licensed to use agentic AI functionality referred to in clause 2 of Schedule 1, such use shall also be subject to the AI Fair Use Policy, which is incorporated into this Schedule by reference.
10.4. The Schedule is incorporated into, and forms part of, these Licencing Terms. As between the Schedule and the rest of these Licencing Terms, the Schedule shall prevail in relation to AI Features to the extent of any conflict; in all other respects, Clause 11.1 governs precedence as between these Licencing Terms and the Agreement.
10.5. Terms used in the Schedule and not defined in these Licencing Terms take the meaning given to them in the Schedule. Unless the context in the Schedule requires otherwise: “Products and Services” means the Licensed Programs; the “Agreement” mean these Licencing Terms and the wider Agreement of which they form part; and “you”, “your”, “we”, “us” and “our” correspond respectively to the Customer and Access as those terms are used in these Licencing Terms.
10.6. The AI Terms, Acceptable Use Policy and AI Fair Use Policy are incorporated by reference to the versions Access publishes at the URLs in the Schedule.
11. GENERAL
11.1. These Licencing Terms shall apply for the duration of the Agreement and shall terminate automatically on expiry or termination of the Agreement.
11.2. These Licencing Terms and Conditions are incorporated into the Agreement. In the event of conflict, these Licencing Terms and Conditions prevail.
SCHEDULE 1
AI Terms, Acceptable Use Policy and AI Fair Use Policy
This Schedule sets out how the AI Terms, the Acceptable Use Policy and the AI Fair Use Policy referred to in Clause 10 of these Licencing Terms apply to the Licensed Programs. Defined terms used in this Schedule and not otherwise defined below are to be interpreted in accordance with Clause 10.5 above.
1. Incorporation by Reference
The following policies, in the form published by Access at the addresses below (as amended by Access from time to time in accordance with their own terms), are incorporated by reference into, and form part of, these Licencing Terms:
A. AI Terms
2. Conflict
Where the AI Terms, the Acceptable Use Policy or the AI Fair Use Policy conflict with the rest of these Licensing Terms in relation to AI Features, the AI Terms, the Acceptable Use Policy or the AI Fair Use Policy (as applicable) shall prevail.
3. AI Fair Use Policy — Agentic AI Tier
The AI Fair Use Policy forms part of the AI Terms and, through the AI Terms, the Agreement. [Where the AI Fair Use Policy and the AI Terms address the same subject matter for Agentic AI Tier customers, the AI Fair Use Policy is intended to apply as the more specific provision.] For the avoidance of doubt, the Agentic AI Tier applies only where the Customer is expressly licensed to use agentic AI functionality; it does not apply where a product includes or incorporates AI functionality generally.