Dagny Terms of Service

The purpose of these terms of service (the “Terms”) is to provide a single set of terms and conditions under which Dagny may provide a cloud based digital staff management platform to customers. These Terms will be incorporated into each Customer order of Services to the exclusion of any other terms and conditions.

1.1 The following expressions shall have the following meanings in an Agreement:
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party; and Control means for these purposes control of greater than fifty percent of the voting rights or equity interests of a party or the legal power to direct or cause the direction of the general management of a party.
Active U
ser means each individual Bank Staffer who has booked a shift using the Services in a particular month.
Admin User
means those employees, agents and independent contractors of the Customer or its Affiliates who are authorised by the Customer to administer the use of the Services by Bank Staff.
means these Terms as incorporated into an Order Form. Authentication Credentials means account usernames and passwords and other means of user identification provided by Dagny to be used to identify Admin Users and Bank Staff.
Bank Staff
means those employees, agents and independent contractors of the Customer or its Affiliates who are authorised by the Customer to use the Services to book shifts and Bank Staffer shall be construed accordingly.
Dagny, a company incorporated and registered in England and Wales with company number 09854962 whose registered office is at 15 Belgrave Square, London, England, SW1X 8PS.
means the Customer purchasing Services from Dagny as specified on an Order Form.
Customer Data
means any and all data, information and content uploaded, inputted or installed by the Customer, Authorised Users, Bank Staff or Dagny on the Customer's behalf for the purpose of using or facilitating use of the Services. Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and all laws and regulations applicable to the processing of Personal Data under or in relation to an Agreement.
Order Form
means the ordering document or online order specifying the Services to be provided to the Customer.
Personal Data, Data Subject, Controller, Processor and Process
shall be interpreted in accordance with applicable Data Protection Law.
Personal Data Breach
means a breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
means the Services made available through the Dagny platform, as more particularly specified on an Order Form and the applicable Service Tier.
Services Term
means the period of time during which the Customer accesses the Services.
Service Tier
means the specification for the level of Service to be made available to the Customer by Dagny, as updated from time to time, accessible at Dagny | Fair Price Promise (dagnyhr.com).
1.2 Any reference to a statutory provision shall include that provision as from time to time modified or re-enacted, provided that in the case of modifications or re-enactments made after the date of an Agreement the same shall not have effected a substantive change to that provision.
1.3 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.4 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

2.1 Dagny shall make the Services available to the Customer and Affiliates on a non-exclusive, non-transferable basis during the Services Term solely for the Customer's internal business operations. Dagny warrants that (a) it shall comply with all laws and regulations applicable to its performance hereunder and (b) the Services will conform in all material respects to the description of the applicable Service Tier. The Customer shall be responsible for controlling the use of the Services by Affiliates in accordance with the terms of an Agreement and shall be liable for the acts or omissions of Affiliates.
2.2 Dagny shall be entitled to change the Services during the Services Term unless such changes determine, directly or indirectly, a material reduction of the functionalities or characteristics of the Services as originally provided at the effective date of the Order Form. Dagny shall be entitled at any time to change or update the Services in case of: (i) improvements or updates necessary to fix defects, bugs, malfunctioning or errors of the Services; and/or (ii) to cure security vulnerabilities; and/ or (iii) the application of any new laws, regulations, acts or orders of the authorities.
2.3 Dagny accepts no responsibility for use of the Services contrary to Dagny's instructions or any documentation provided by Dagny relating to the Services. Dagny does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements. Dagny is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2.4 The existence of an Agreement shall not prevent Dagny from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or Services which are similar to those provided under an Agreement.
2.5 Dagny may subcontract or delegate to a third party the performance of the Services, provided Dagny retains management of such subcontractors or third parties and is otherwise responsible for their conduct and the performance of the Services.
2.6 The Services are made available without charge to the Customer during any month in which there are no Active Users. The Customer agrees and acknowledges during any such free use period the Services are provided “as-is” and without any warranty.

3.1 The Services are purchased as subscriptions and subject to the usage limits contained in an Agreement.
3.2 The Services allows Admin Users to access, display, manipulate and manage Customer Data only. The Customer’s right and ability to use the Services and view and extract Customer Data will depend on the type and level of Service purchased by the Customer as identified on an Order Form and described in the Service Tier.
3.3 The Customer shall (a) comply with all applicable laws and regulations with respect to its activities under this Agreement; (b) obtain and maintain all necessary third party licences and consents in relation to the Customer network and system and Customer Data; and (c) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Dagny's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.4 In relation to the Services, the Customer agrees and undertakes that (a) it will ensure that Admin Users only access and use the Services in accordance with the terms and conditions of an Agreement and the Customer shall be responsible for any Admin User's breach of an Agreement; (b) it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and notify Dagny promptly of any unauthorised access or use; (c) it will not allow or suffer any Authentication Credentials to be shared or used by more than one individual; (d) each Admin User or individual Bank Staffer shall keep his or her Authentication Credentials secure and confidential; (e) it shall not access the Services for the purpose of building a competitive product or service or copying its features or user interface; (f) it shall not use the Services, or permit the Services to be used, for purposes of product evaluation, benchmarking or other comparative analysis of the Services that is to be made publicly available; () it shall not permit access to the Services by a direct competitor of Dagny; and (h) it shall permit Dagny to audit the Customer’s use of the Services using technical and other means, including but not limited to embedding technology within the Services to monitor the use of the Services and Authentication Credentials.
3.5 Dagny may suspend the Customer’s access to the Services if Dagny has reasonable evidence the Customer’s use of the Services is in breach of this Agreement or otherwise poses possible serious risks to Dagny’s systems or the Services. Dagny will provide advance notice of such suspension when reasonably practicable. If Dagny has reasonable grounds to suspect the Customer has improperly used the Services contrary to the terms of this Agreement, the Customer agrees to permit and cooperate with an inspection by an external third party organisation agreed upon by both parties (such agreement not to be unreasonably delayed or withheld) at the Customer's location and during reasonable hours and at reasonable intervals for purposes of establishing compliance with the terms of an Agreement.
3.6 Dagny may suspend an individual Bank Staffer’s access to the Services if Dagny has reasonable evidence the Bank Staffer is using or has used the Services in breach of any applicable terms of use. Dagny shall promptly inform the Customer of any such suspension and if the relevant Bank Staffer and/or Customer are unable to establish use in conformance with the mobile application terms of use or (if applicable) remedy an acknowledged breach that is capable of remedy within a reasonable time, then Dagny may terminate the Bank Staffer’s access to the Service.
3.7 Dagny may remove or limit access to Customer Data which violates applicable law or third-party rights.

4.1. The Customer agrees and acknowledges the fees for the Services are based on the applicable Service Tier and number of Active Users each month. Dagny will calculate the applicable fees for the total Active Users each month in arrears and invoice the Customer at the end of the month in which the fees were accrued. Dagny may submit invoices to the Customer electronically, including via email. All payments are due 30 days from the invoice date. The Customer’s obligation to pay the fees is non-cancellable and except as set out in an Agreement, upon payment, all fees are non-refundable. All fees are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, which, where applicable, shall be charged in addition to the fees and shall be payable by the Customer.
4.2 The Customer shall make all payments under an Agreement without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required, the Customer shall pay to Dagny such additional amount as will ensure that Dagny receives the same total amount that it would have received if no such withholding or deduction had been required.
4.3 If Dagny has not received payment by the payment due date, and without prejudice to any other rights and remedies: (a) Dagny may on 30 days’ notice to the Customer, without liability to the Customer, disable the Customer's Authentication Credentials and access to all or part of the Services and Dagny shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis at the rate of 8% per year above the Bank of England’s base rate, or the maximum rate permitted by law, whichever is lower on such due amounts, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.1. The parties agree and acknowledge that all intellectual property rights belonging to a party prior to the execution of an Agreement or created by the parties regardless of the execution of an Agreement shall remain vested in that party.
5.2 The Customer acknowledges and agrees that Dagny and/or its licensors own all intellectual property rights in the Services. Dagny shall own any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer or Admin Users relating to the Services. Except as expressly stated herein, nothing in an Agreement shall operate so as to transfer or assign or grant any other rights or licences to any intellectual property rights in the Services.
5.3 For the avoidance of doubt, the Customer is not granted a licence to use the Services except to the limited extent any Services require the installation of software on the Customer’s systems. The Customer must not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and before undertaking any activity allowed by applicable law to obtain the information necessary to create an independent program which can be operated with the Services, the Customer shall contact Dagny to request the relevant interoperability information (which Dagny may provide subject to further conditions) and then only use such information for the purpose of achieving the desired interoperability and not, in any event, to create a program which is substantially similar to the Services.

6.1. “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the effective date of an Agreement by or on behalf of the disclosing Party (hereinafter, "Disclosing Party") to the receiving Party (hereinafter, "Receiving Party") in writing, orally, through visual means, or by the Receiving Party's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the effective date of an Agreement, owned or controlled by the Disclosing Party. Confidential Information shall include business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (b) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (c) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (d) is received from a third party without breach of any obligation owed to Disclosing Party.
6.2. Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law, or any legal or regulatory authority, any Confidential Information concerning the other party (or of any member of the group of companies to which the other party belongs) which may have come to its knowledge and each of the parties shall use all reasonable endeavours to prevent the publication or disclosure of any Confidential Information.
6.3 Unless otherwise specified on an Order Form the Customer permits its name to be added to Dagny’s Customer list, and for Dagny to refer to the Customer as a Customer and user of Dagny’s services in its marketing and public relations materials, including, the use of the Customer’s logo (whether or not a registered trade mark) and name.

7.1 The Customer shall defend, indemnify and hold harmless Dagny against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer Data, provided that: (a) the Customer is given prompt notice of any such claim; (b) Dagny provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim.
7.2 Dagny shall defend the Customer against any claim that the Services infringes any United Kingdom patent, or worldwide copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Dagny is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Dagny in the defence and settlement of such claim, at Dagny's expense; and (c) Dagny is given sole authority to defend or settle the claim.
7.3 In the defence or settlement of any claim under clause 7.2, Dagny may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate an Agreement and provide the Customer with a pro rata refund of any prepaid fees, but without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
7.4 In no event shall Dagny be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than Dagny; or (b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by Dagny; or (c) the Customer's use of the Services after notice of the alleged or actual infringement from Dagny or any appropriate authority.
7.5 The foregoing clauses 7.2 to 7.4 states the Customer's sole and exclusive rights and remedies, and Dagny's (including Dagny's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

8.1 The parties record their intention that Dagny is the Processor and the Customer is the Controller of any Personal Data in the Customer Data. Annex 1 to these Terms sets out the subject-matter and duration of the Processing of Customer Personal Data, the nature and purpose of the Processing, the type of Personal Data and the categories of Data Subjects. The parties may amend Annex 1 from time to time by written agreement.
8.2 Each party shall comply with its obligations under applicable Data Protection Law. As part of the configuration of the Services, the Customer is encouraged to provide Dagny with an appropriate data processing notice or policy which will be made available to Bank Staff through the Services.
8.3 Except as required by applicable law, Dagny shall Process Customer Personal Data only in accordance with the Customer’s documented instructions and will not transfer Personal Data outside the UK or European Union. For the avoidance of any doubt, any configuration of the Services by the Customer shall constitute ‘written instructions’. The Customer warrants that it shall not instruct Dagny to Process Customer Personal Data where such Processing would be unlawful. 8.3 Dagny shall ensure that individuals engaged in the Processing of Customer Personal Data under the Agreement are subject to obligations of confidentiality in respect of such Personal Data. Dagny shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk involved in Processing Customer Personal Data pursuant to an Agreement.
8.4 Dagny may engage such other processors (“Sub Processors”) as Dagy consider reasonably appropriate for the Processing of Customer Personal Data in accordance with the terms of an Agreement (including in connection with support, maintenance and development and the use of third party data centres) provided that Dagy shall notify Customer of the addition or replacement of such Sub Processors and the Customer may, on reasonable grounds, object to a Sub Processor by notifying Dagy in writing within 5 days of receipt of notification, giving reasons for the Customer’s objection. The parties shall cooperate to reach agreement on the engagement of Sub Processors. Dagy shall require all Sub Processors to enter into an agreement compatible with this clause 8 and Dagy shall remain responsible and liable for Sub Processors’ acts and omissions. The current list of Sub Processors is set out in Annex A.
8.5 In the event that any Data Subject exercises its rights under applicable Data Protection Law against the Customer, Dagny shall use reasonable commercial efforts to assist the Customer in fulfilling the Customer’s obligations as Controller following a written request from the Customer. Dagny may charge the Customer on a time and materials basis in the event that Dagny considers, in its reasonable discretion, that such assistance is onerous, complex, frequent or time consuming.
8.6 Upon discovering a Personal Data Breach, Dagy shall notify the Customer as soon as reasonably practicable and shall assist the Customer to the extent reasonably necessary in connection with notification to the applicable supervisory authority and Data Subjects, taking into account the nature of Processing and the information available to Dagny.
8.7 In the event that the Customer consider that the Processing of Personal Data performed pursuant to an Agreement requires a privacy impact assessment to be undertaken, following written request from the Customer, Dagny shall use reasonable commercial endeavours to provide relevant information and assistance to the Customer to facilitate such privacy impact assessment. Dagny may charge the Customer for such assistance on a time and materials basis.
8.8 Unless otherwise required by applicable law, following termination or expiry of an Agreement Dagy shall, at the Customer’s option, delete or return all Customer Personal Data and all copies thereof to Customer.
8.9 Where requested by the Customer, Dagny shall make available all information necessary to demonstrate its compliance with this clause 8 and shall contribute to audits conducted by the Customer or another auditor mandated by Customer.

9.1 This clause 9 sets out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other: (a) arising under or in connection with an Agreement; (b) in respect of any use made by the Customer of the Services or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with an Agreement.
9.2 Except as expressly and specifically provided in an Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use; (b) Dagny shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Dagny by the Customer in connection with the Services, or any actions taken by Dagny at the Customer's direction; (c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from an Agreement; and (d) the Services are provided to the Customer on an "as is" basis.
9.3 Nothing in an Agreement excludes the liability of either party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
9.4 Subject to clause 9.2 and clause 9.3: (a) Dagny shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under an Agreement; (b) except for breach of clause 8 (Confidentiality) or Dagny’s indemnification obligations, Dagny's maximum total aggregate liability in contract (including in respect of an indemnity given under an Agreement), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of an Agreement shall be limited to the total fees paid or payable under the Agreement in respect of which the liability arose during the 12 months immediately preceding the date on which the claim arose; and (c) Dagny's maximum total aggregate liability for breach of clause 8 (Confidentiality) or arising from Dagny’s indemnification obligations, shall be limited to 200% of the total fees paid or payable under the Agreement in respect of which the liability arose during the 12 months immediately preceding the date on which the claim arose.

10.1 An Agreement commences on the date stated on the Order Form and will continue until the Customer discontinues use of the Services or Dagny provides the Customer with reasonable notice of the discontinuance of the Services. Either party may terminate an Agreement with immediate effect by giving written notice to the other if: (a) the other party commits a material breach of any term of an Agreement which is incapable of remedy or (if such breach is capable of remedy) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.2 Dagny may terminate an Agreement with immediate effect by giving written notice to the Customer if there is a change of Control of the Customer in which a competitor of the Customer obtains a Controlling interest in the Customer.
10.3 Upon termination (or expiry) of an Agreement for any reason: (a) the Customer shall immediately pay to Dagny all of Dagny's outstanding unpaid invoices and interest and, in respect of Services which have been performed but for which no invoice has been submitted, Dagny may submit an invoice, which shall be payable immediately on receipt; (b) all rights to use the Services granted under an Agreement shall immediately terminate; (c) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (d) Dagny may destroy or otherwise dispose of any of the Customer Data in its possession unless Dagny receives, no later than ten days after the effective date of the termination of an Agreement, a written request for the delivery to the Customer of the Customer Data, in which case Dagny shall use reasonable commercial endeavours to deliver the Customer Data to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and all reasonable expenses incurred by Dagny in returning Customer Data; (e) subject as otherwise provided herein and to any rights, obligations or liabilities which have accrued prior to termination, neither party shall have any further obligation to the other under an Agreement.

11.1 Any notice given under an Agreement shall be in writing and shall be delivered by email to the email address as set out on the Order Form or advised by each party to the other from time to time for this purpose, or sent by pre-paid registered post or airmail by a recognised mail carrier (return receipt requested) to the address of the relevant party as set out on the Order Form or to such address as subsequently notified to the other party pursuant to this clause. In the case of email, the notice shall be deemed to have been delivered on acknowledgement by the recipient. In the case of post, the notice shall be deemed to be delivered on the date given on the proof of delivery.
11.2 All Agreements shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts. The parties expressly reject any application to an Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods, and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
11.3 An Agreement is not intended to convey a benefit on any person not a party to it and no third party shall have any rights to enforce any of its terms.

12.1 Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations. If the affected party has been prevented from performing its obligations under an Agreement for a period of 60 days (or such other period agreed between the parties in writing), then either party may terminate an Agreement immediately by providing notice to the other party and the provisions of clause 10.3 shall apply.
12.2 Any variation or amendment of an Agreement must be in writing, referenced to this clause 12.2, and signed by an authorised representative of both parties.
12.3 The Customer shall not, without the prior written consent of Dagny, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under an Agreement. Dagny may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under an Agreement.
12.4 If any party fails to rely on its rights under an Agreement or otherwise, that shall not prevent it from relying on those (or similar) rights in the future.
12.5 The provisions of an Agreement and the rights and remedies of the parties under it are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity. No exercise by a party of any one right or remedy under an Agreement, or at law or in equity, shall (save to the extent, if any, provided expressly in an Agreement, or at law or in equity) operate so as to hinder or prevent the exercise by it of any other such right or remedy.
12.6 Nothing in an Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
12.7 If any provision of an Agreement is found by a court or other competent authority to be void or unenforceable that provision shall be deemed to be deleted from an Agreement and the remaining provisions of an Agreement shall continue in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.8 An Agreement (including the documents and instruments referred to in it) supersedes all prior representations, arrangements, understandings and agreements between the parties relating to its subject matter and is the entire complete and exclusive agreement and understanding between the parties relating to its subject matter. Each party acknowledges that it has not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in an Agreement.

Annex 1 – Data Protection
Subject-matter of the Processing of Customer Personal Data:
• Dagny Process Customer Personal Data for the purpose of providing the Services.

Duration of the Processing of Customer Personal Data:
• During the Services Term. After termination of expiry of an Agreement the data may be returned to Customer or deleted at Customer option. Sub Processors Amazon Web Services

Sub Processors
Amazon Web Services