Last updated 18 December 2025
This Agreement (the “Agreement”) is a legal agreement between iRostrum Ltd, incorporated and registered in England and Wales with the company number 8112845 whose registered office is at Lindenmuth House 37 Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HW (“iRostrum”, “we”, “us”) and the individual or entity entering into this Agreement (“Customer”, “You” or “you”).
iRostrum is the owner of the iRostrum Products, Software Program and/or Services, including any updates and accompanying written documentation, to enable the hosting of online auctions (the “Services”) and your rights for use of such Services provided to you and accessed at www.irostrum.com is subject to the Terms and Conditions set out in this Agreement.
Please read the Terms and Conditions below before proceeding. Proceeding to accessing the iRostrum Services signifies your acceptance of the Terms and Conditions. If you do not agree to be bound by the Terms and Conditions of this Agreement you may not use the Services.
You acknowledge and agree that iRostrum may occasionally contact you via email. Please see the iRostrum Privacy Policy, which is incorporated into this Agreement by reference.
IT IS AGREED by the parties as follows:
1.1 In this agreement the following expressions shall have the following meanings:
| Customisation Set-up | means the customisation information submitted by you on signing up to the Service that sets the configuration for your unique iRostrum instance |
| Data Protection Legislation | means the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR applicable in the UK. |
| Domain Personalisation | means the enhanced feature that enables your iRostrum Instance to be 'white-labelled', enabling the hosting domain to be changed from the default *.irostrum.auction, to your own chosen domain URL and the instance sending email address to be changed from the default setting noreply@irostrum.auction and all iRostrum branding to be removed from the instance. |
| Free Trial | means any individually agreed fixed term period the iRostrum Services may be made available by us to you on an unpaid free trial basis. No live auctions may be published for public participation during a free trial period. If an auction is published for public participation the free trial will end instantly and your paid subscription will start and become payable with immediate effect. |
| GDPR | means General Data Protection Regulation (EU 2016/679) |
| Integration Policy | means the document titled iRostrum Integration Policy set out in Schedule 2 as updated from time to time in accordance with that Schedule. |
| Integration Services | means the API, Event Service and any other integration mechanisms made available by iRostrum as part of the Services. |
| Intellectual Property Rights | means all vested, contingent and future intellectual property rights including but not limited to copyright, trade marks, design rights, trade names, patents, know-how, trade secrets, database rights or any similar right exercisable in any part of the world including any application for the registration of any patents or registered designs or similar registrable rights in any part of the world. |
| iRostrum Instance | means your uniquely configured version of the iRostrum platform and hosted under the URL as outlined in the Customisation Set-up. |
| Online Payment Facility | means the iRostrum online payment gateway is connected to your own custom payment gateway account, allowing online payments to be received directly into your own account. |
| Pricing Agreement | means the individually prepared document summarising the agreed Pricing and Term for your iRostrum subscription. |
| Software Program | means the cloud-based iRostrum software system that comprises the iRostrum Auction Platform and the iRostrum Admin Portal accessed online using the login details provided and any other relevant user guide or data, together known as the Services. |
| Solution Proposal | means the individually prepared document that iRostrum shares with you following your demonstration, outlining your business background, activities, goals and challenges, highlighting any specific requirements and configuration. This along with your personalised pricing quote will form the basis of the agreed pricing for your iRostrum subscription. |
| Subscription | means the monthly fee charged by iRostrum for your use of the Software Program as outlined in your individual Solution Proposal or Pricing Agreement, based on the volume of lots published per month unless stated otherwise. |
| Term | shall be the period of time more accurately described in clause 3 of this agreement. |
| Test Instance | means a parallel iRostrum Instance that can be set up on request to mirror the configuration of another iRostrum Instance for the purpose of internal training and testing only. No live or timed auctions intended for public participation are permitted to be run on a Test Instance. |
1.2 Clause headings are inserted for ease of reference only and shall not affect the interpretation or construction of this agreement.
1.3 If there is any conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the schedules or annexes, the provision in the body of this agreement shall take precedence. For the avoidance of doubt, all Schedules (including the Data Processing Agreement and the Integration Policy) form part of, and are incorporated into, this Agreement.
2.1 Subject to the terms of this agreement you shall have the right to only use the Software Program in object code form for your normal business purposes. You must ensure that the Software Program is not used by, or for the benefit of, any person other than you or an authorised user working on your behalf.
2.2 The Rights of Use are issued on an individual iRostrum Instance basis. Each iRostrum Instance will be configured as per the Customisation Set-up and hosted by iRostrum on a unique URL. If you require a Test Instance or any other additional iRostrum Instances you need to sign up for separate subscriptions.
3.1 This Agreement is effective upon any use including during any Free Trial period of iRostrum’s Services and remains in effect until your account is terminated in accordance with this agreement. This Agreement grants use of the Services to be held within the duration of this Agreement.
4.1 iRostrum may at our discretion offer a fixed term Free Trial period where the iRostrum Services are made available by us to you on an unpaid trial basis. To terminate your Free Trial please email your intention to terminate by the end of the trial period to hello@irostrum.com.
4.2 No auctions may be published for public participation during a Free Trial period. If an auction is published for public participation the Free Trial will end and your paid Subscription will start with immediate effect.
5.1 This agreement is based on a Subscription pricing structure as stated in the individual Solution Proposal and any subsequent Pricing Agreement that has been shared with you by iRostrum.
5.2 The Subscription charge due, plus any additional costs as outlined in the Solution Proposal and any subsequent Pricing Agreement, will be invoiced on a monthly basis on or around the date of the monthly subscription renewal.
5.3 Additional Test Instances will be charged per environment in line with the minimum monthly charge as stated in the individual Solution Proposal.
5.4 Where iRostrum provides chargeable remedial or recovery work under Clause 8.3, such work shall be invoiced in accordance with the then current standard daily rate.
5.5 Subscription charges and any additional costs will be charged until the Subscription is terminated in line with this Agreement.
5.6 Any sums charged by iRostrum are subject to applicable VAT (unless otherwise expressly stated) and shall be payable within 14 days of the invoice date to a bank account nominated by iRostrum as indicated on the invoice.
5.7 iRostrum shall have the right to charge interest on overdue invoices at a rate of 5% per annum above the Bank of England’s base rate from time to time in force from the date when payment becomes due until the date of payment
5.8 iRostrum reserves the right to temporarily suspend the licence and revoke access to the Software Program should non-payment subsist for 7 days. If non-payment subsists beyond 14 days then iRostrum reserves the right to terminate the Agreement in accordance with the provisions of clause 16.
6.1 iRostrum maintains a programme of continuous development of the Software Program.
6.2 You acknowledge that:
6.2.1 iRostrum will instantiate your own iRostrum instance of the Software Program;
6.2.2 other than where special arrangements are made, you will use the same version of the Software Program in your iRostrum instance as all other iRostrum customers;
6.2.3 iRostrum continuously updates the Software Program with new, improved and revised functionality and bug fixes. Each release is a New Version;
6.2.4 from time to time during the term of this Agreement iRostrum will update your iRostrum Instance with New Versions.
6.3 New Versions shall be suitably tested by iRostrum prior to making a release to your iRostrum Instance.
6.4 iRostrum will, where practicable, give reasonable written notice of the deployment of any New Version where any changes introduced represent significant change to functionality. Such notice shall include details of the specific changes to the functionality in the New Version.
6.5 If you elect the white-label Domain Personalisation and you elect to:
6.5.1 change the hosting domain from the default *.irostrum.auction:
a) you will be responsible for managing DNS related configuration & support issues of the associated domain.
b) iRostrum will be responsible for managing the associated instance domain SSL certificate via our SSL partner 'Let’s Encrypt'.
6.5.2 change your sending email address from the default setting noreply@irostrum.auction:
a) you will be responsible for managing and supporting email issues if iRostrum system generated email notifications aren't received by the target inbox. iRostrum will provide logs to support debugging however it will your responsibility to resolve issues.
b) iRostrum reserves the right to request and change the sending email address if it impacts our email reputation metrics negatively. You will be given 7 working days notice to change the sending address to something appropriate.
6.6 If you elect to connect to your own Online Payment Facility you will be responsible for managing and supporting payment issues when iRostrum system generated payments are collected and aren't received into your target custom payment gateway account. iRostrum will provide logs to support debugging however it will be your responsibility to resolve issues.
6.7 New Versions shall not disable, remove or impair functionality previously existing in the Instance without giving you reasonable prior notice.
6.8 You shall not be subject to any additional charges arising out of deployment of New Versions, save where the New Version contains a new module that you can choose to upgrade to or not.
6.9 If you discover that the Software Program fails to perform in accordance with the key functionality (such non-performance being known as an “Error”) you must notify iRostrum in writing at the earliest opportunity on becoming aware of the Error. Upon notification, iRostrum shall review the details surrounding the Error to determine the validity of the claim. Where iRostrum accepts (as determined by it acting reasonably) that an Error is present, the Error shall be remedied by iRostrum at its own cost. Upon such correction being completed (as determined by iRostrum absolutely), iRostrum shall release the corrected version of the Software Program. You undertake to provide iRostrum with all assistance reasonably required to resolve the Error and resume normal service.
6.10 Notwithstanding the foregoing in the event that iRostrum disputes the validity of your claim or fails to remedy the Error to your reasonable satisfaction resulting in a material error to the Software Program, you shall be entitled to terminate the Agreement immediately on providing written notice to iRostrum.
7.1 Training is provided in the form of a 1 hour online Onboarding Session plus the iRostrum User Guides providing direction on the operation of the Services and Q&As accessed via the ⍰ icon in the iRostrum Admin Portal.
7.2 As part of the Agreement general support in the form of advice by email on the operation of the Services will be available, such time not amounting to more than ½ day per month. Any additional training or support requested will be chargeable at the standard hourly rate as stated in the individual Solution Proposal.
7.2.1 Support Services will be available during normal working hours: Monday to Friday from 09:00 to 18:00 UK time but excluding UK national holidays (Normal Support Hours). During Normal Support Hours, iRostrum shall use its reasonable endeavours to respond to a request for support according to its priority.
7.2.2 By receiving at least 30 days written notice, iRostrum will make Support Services available out-of-hours to support the closing hours of an Auction. If this service is required, an additional Out of Hours Auction Support Fee will be charged.
8.1 Except as expressly permitted by this Agreement or by applicable law, you undertake not to
8.1.1 copy, duplicate or replicate the Software Program or seek to sub-licence or assign the licence or your rights under it;
8.1.2 use, copy or transfer the Software Program or other component parts of the Software Program except as allowed for by this Agreement;
8.1.3 alter, adapt, merge, modify or translate the software or other component elements of the Software Program in any way, or for any purpose, other than with the prior written consent of iRostrum;
8.1.4 reverse engineer, disassemble or de-compile the Software Program otherwise than with the prior written consent of iRostrum;
8.1.5 remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the Software Program and any other component elements of the Software Program;
8.1.6 distribute, rent, loan, lease, sub-licence or otherwise deal in the software and or any other component elements of the Software Program;
8.2 You undertake during the continuance of the agreement to:
8.2.1 keep login details providing access to the Software Program under the your effective control and to maintain adequate security measures to protect the Software Program from access or use by any unauthorised person;
8.2.2 ensure that, prior to the use of the Software Program by your employees or agents, that all such parties are notified of the terms of this agreement;
8.2.3 ensure that you comply with your obligations as a data controller (as more accurately defined in the Data Protection Legislation); and
8.2.4 procure that your users and auction parties do not post or upload any incorrect or false information whether in relation to themselves or the auction lots advertised.
8.3 Integration Use (API and Event Subscriptions):
8.3.1 Where iRostrum makes available to you:
a) any application programming interface (the “API”); and/or
b) any event-handling or subscription mechanism delivered via iRostrum’s SignalR-based service (the “Event Service”),
your access to and use of these integration methods shall form part of the Services and shall be subject to the terms of this Agreement. Use of the Integration Services is further governed by the Integration Policy set out in Schedule 2, compliance with which is a condition of this Agreement. iRostrum may update the Integration Policy from time to time in accordance with Schedule 2, and continued use of the Integration Services constitutes acceptance of the updated Integration Policy.
8.3.2 Notification of New or Changed Integrations
Before undertaking any new integration using the API or the Event Service, or making any material change to an existing integration, you shall notify iRostrum in writing of the proposed integration. Your notice must include a high-level description of its purpose, systems involved and anticipated data flows. iRostrum may, acting reasonably, raise concerns or require adjustments where it considers that the proposed integration may adversely affect the security, performance or availability of the Software Program or any related systems.
8.3.3 Competence and Responsibility of Personnel
You shall ensure that all development, configuration, testing, deployment and maintenance of any integrations (whether via the API or the Event Service) are carried out only by personnel or contractors who are appropriately skilled, experienced and qualified. You remain fully responsible for all acts and omissions of such personnel as if they were your own.
8.3.4 Your Responsibilities for Integration Quality and Safety
You acknowledge that you are solely responsible for the design, implementation, configuration and testing of all integrations that you create or enable using the API or the Event Service. Without limiting this responsibility, you shall:
a) ensure that all integrations are properly tested in a non-production or test environment (where available) before being used in live operation;
b) ensure that all integrations do not introduce any security vulnerabilities, excessive load, or instability into the Software Program, the Event Service or any related systems; and
c) promptly disable or modify any integration which is, or which iRostrum reasonably considers to be, causing or contributing to any error, outage, performance degradation or security incident.
8.3.5 Access Credentials and Acceptable Use
You shall:
a) access the API or Event Service only using the credentials, keys or tokens issued to you by iRostrum, and keep all such credentials secure and confidential;
b) ensure that all use of the API or Event Service by your personnel, contractors or systems is on your behalf only and in accordance with this Agreement;
c) comply with all technical documentation, usage limits, rate limits, security requirements or other guidelines notified to you by iRostrum from time to time; and
d) not, and shall not permit any third party to:
(i) interfere with, damage, bypass or attempt to bypass any security or technical limitations of the API, the Event Service or the Software Program;
(ii) use the API or Event Service in any way that unduly burdens or adversely impacts the stability or performance of the Software Program or any other customer’s use of it;
(iii) cache or store data obtained via the API or Event Service in a manner inconsistent with Data Protection Legislation or this Agreement; or
(iv) use the API or Event Service for any unlawful, fraudulent or malicious purpose.
8.3.6 Liability for Integration-Related Issues
To the extent that any error, outage, degradation, security incident or other issue with the Software Program or Event Service is caused or contributed to by:
a) any integration, configuration or use of the API or Event Service by you or on your behalf; or
b) any failure by you to comply with this clause 8.3,
iRostrum shall have no liability to you in respect of such issue. You shall indemnify iRostrum against all losses, damages, costs, claims and expenses (including reasonable legal fees) incurred by iRostrum as a result. iRostrum may, at your request, provide remedial or recovery services for such issues and, unless otherwise agreed in writing, may charge for such services on a time-and-materials basis at its then-current standard rates.
8.3.7 Monitoring and Suspension
iRostrum may monitor your use of the API and/or Event Service to verify compliance with this Agreement. iRostrum may temporarily suspend, throttle or disable access where reasonably necessary to protect the security, integrity or availability of the Software Program, the Event Service or any related systems, and shall use reasonable endeavours to notify you as soon as practicable.
9.1 The following definitions apply to this section:
“Data Controller” has the meaning given to it in the Data Protection Legislation.
“Data Processor” has the meaning given to it in the Data Protection Legislation.
“Personal Data” has the meaning given to it in the Data Protection Legislation.
9.2 Where you provide any Personal Data to iRostrum then the parties record their intention that iRostrum shall act as a Data Processor via the Software Program only and not a Data Controller in respect of such Personal Data.
9.3 In respect of any Personal Data provided by you to iRostrum, you:
9.3.1 warrant, represent and undertake that you are entitled to lawfully transfer the relevant Personal Data to iRostrum so that iRostrum may lawfully use and process the relevant Personal Data; and
9.3.2 shall comply with all duties, obligations, and restrictions imposed on you by the Data Protection Legislation in respect of the transfer of such Personal Data to iRostrum.
9.4 Further terms governing iRostrum’s Processing of Customer Personal Data are set out in the Data Processing Agreement at Schedule 1, which forms part of this Agreement.
The Software Program and all Intellectual Property Rights of whatever nature are and shall remain the property of iRostrum and you agree immediately to notify iRostrum if you become aware of any infringement or any unauthorised use of the Software Program by any person.
11.1 iRostrum agrees to indemnify you against all actions, claims, proceedings, damages, costs and expenses arising from any actual or alleged infringement of Intellectual Property Rights in the United Kingdom arising from the your use of the Software Program provided such use is in accordance with the terms of this agreement and that you promptly notify iRostrum in writing of any such allegation.
11.2 At iRostrum's request and expense, you shall permit iRostrum to conduct all negotiations and litigation. You shall give all reasonable assistance and iRostrum shall pay your reasonable costs and expenses so incurred.
11.3 iRostrum may, at its option and expense, modify or replace the Software Program to avoid any alleged or actual infringement and iRostrum shall not be liable for any loss, claims, damages or expenses arising out of or in connection with such action.
11.4 iRostrum reserves the right to change the name of the Company and/or Software Program and will provide written notice of such a change within 14 days. The terms of this agreement will not be affected by any such change.
11.5 This indemnity shall not apply to allegations or infringements arising directly from the combination of the Software Program with other items not supplied by iRostrum or that are in any way attributable to any action or default of you or to you or anyone acting on your behalf having amended any of the Software Program or used them outside the terms of this Licence.
12.1 iRostrum warrants that:
12.1.1 it is the owner of the Software Program and all underlying intellectual property embodied in it.
12.1.2 it has the right to enter into this Agreement and to perform all of its obligations hereunder
12.1.3 the Software Program does not infringe upon any third party rights.
12.2 Subject to the limitations and exclusions of liability set out below, iRostrum warrants the Software Program will be of satisfactory quality and materially perform in accordance with the Services.
12.3 iRostrum warrants that it shall take all reasonable precautions to ensure that the Software Program is free from all viruses that could have been detected by using the latest (at the date of despatch) commercially available virus detection software.
12.4 If during the TermiRostrum receives written notice from you of any breach of the warranties in this clause 12, iRostrum shall at its own expense use all reasonable efforts to remedy such breach. Where the breach results in a functional defect or Error, iRostrum shall remedy the same in accordance with clause 6.9.
12.5 iRostrum shall not be liable under any of the warranties given in this clause 12 if the Software Program fails to conform to the warranty because of any corruption, abuse or incorrect use of the Software Program (including use of the Software Program with equipment or other software which is incompatible) or because of any unauthorised variation or modification to the Software Program.
12.6 iRostrum provides no warranties in respect of the interoperability of the Software Programs with any other software packages or for any lack of functionality caused by other software. No warranty is offered where your systems are inadequate or where loss arises as a result of their misuse or where you fail to follow the reasonable instructions of iRostrum.
12.7 You acknowledge that the Software Program is operated through the world wide web and, therefore, agrees that operation of the Software Program will be subject to any fluctuations caused by the same and that any associated errors or interruptions shall not constitute a breach of this agreement or breach of any warranty offered by iRostrum.
12.8 All other guarantees, representations and warranties of any kind, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, merchantability and fitness for a particular purpose or ability to achieve a particular result are excluded, so far as such exclusion or disclaimer is permitted under the applicable law.
13.1 This clause 13 sets out the entire financial liability of iRostrum (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to you in respect of:
13.1.1 any breach of this Agreement;
13.1.2 any use made by the you of the Software Program;
13.1.3 any Support provided by iRostrum;
13.1.4 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement or the Software Program or Support; or
13.1.5 any loss, damage or expense arising out of or in connection with our provisions of the Software Program or Support.
13.2 Subject to clause 13.3, in no event shall iRostrum be liable (whether in contract or in tort) for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any indirect or consequential loss or damage whatsoever that is an indirect or secondary consequence of any act or omission of iRostrum.
13.3 Nothing in this agreement shall exclude or limit the liability of iRostrum for fraudulent misrepresentation or for death or personal injury resulting from the negligence of iRostrum or its employees.
13.4 Subject to clause 13.3 and 13.5, the total liability of iRostrum to you under this agreement shall not exceed the total Subscription fees paid by you to iRostrum in the 12 months immediately preceding the event giving rise to the claim.
13.5 Subject to clause 13.3, your sole and exclusive remedy in respect of any defect, error or non-conformity in the Software Program shall be the provision of Support by iRostrum in accordance with this Agreement.
During the term of this agreement iRostrum shall at its own expense maintain such insurances as are required by any applicable law and as it considers appropriate in respect of its obligations under this agreement with an insurance company of repute.
15.1 Either party receiving information (the “Recipient”) from the other marked “confidential” or which may reasonably be supposed to be confidential, including, without limitation, information contained in the Software Program and other information supplied by you or a Supplier, shall not without the other's prior written consent use such information except for the purposes of this agreement or disclose such information to any person other than to their own employees or agents who have a need to know the information.
15.2 Clause 15.1 shall not apply to information that is lawfully known to the Recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is ordered to be disclosed to a regulatory body or a court of competent jurisdiction.
15.3 The Recipient shall ensure that any person referred to in clause 15.1 is bound by similar confidentiality terms to those in this clause 15.
15.4 The confidentiality terms in this clause 15 shall remain in full force and effect during the term of this agreement and following the termination of this agreement.
16.1 If you commit a material breach or persistent breaches of this agreement, and in the case of a breach which is capable of being remedied, fail to remedy the breach within 14 days of written notice from iRostrum to do so, then iRostrum may terminate this agreement immediately on giving written notice.
16.2 Subject to clause 16.3, either party may terminate this Agreement by providing written notice to the other party at their last known business address. The required notice period shall be as follows:
For Monthly SaaS Subscriptions: Notice must be given at least 30 days in advance, with termination taking effect at the end of the month following receipt of the notice.
For Fixed Term SaaS Subscriptions: Termination may only take effect at the end of the agreed Fixed Term stated in the Pricing Agreement. If no termination notice is provided at least 30 days before the end of the fixed term or unless otherwise terminated in accordance with this Agreement, upon expiry of the Fixed Term, the subscription shall automatically revert to a Monthly SaaS Subscription at the standard monthly rate then in effect.
16.3 Where you wish to terminate this Agreement under clause 16.2, you acknowledge that you shall be liable to pay fees up to the expiry of the applicable notice period or, in the case of a Fixed Term Subscription, up to the end of the current fixed term.
16.4 Upon termination of this agreement, access to the iRostrum Instance will be revoked and the iRostrum Instance will be withdrawn from online public access. You shall delete the log in details and user guides and any copies to iRostrum or, if requested by iRostrum, shall destroy the same, provided that you may extract and store any of your data upon a separate media.
16.5 Any termination of this agreement shall not affect any accrued rights or liabilities of either party.
You grant iRostrum a non-exclusive, worldwide, royalty-free licence to use your name, logo, and trademarks solely for the purpose of identifying you as a customer of iRostrum's services on our website, in customer lists, and in other marketing materials. If you wish to revoke this permission at any time, please notify us in writing, and we will cease such use within 30 days of confirmed receipt of your notice.
Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances continue for a continuous period of more than 28 days, either party may terminate this agreement by written notice to the other party.
This agreement may not be assigned by either party without the prior written approval of the other party.
If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either e-mail or recorded delivery to the most recent e-mail address or address notified to the other party. If sent by e-mail a notice shall be deemed to be served on receipt of an error free transmission report, unless this is outside the normal working hours of the recipient, in which case it shall be treated as served on the next working day. Notice sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
In the case of email, at onboarding each party will designate one email address for the sending and receipt of notices under this agreement and each party will retain and produce to the other upon request evidence showing that its service provider has confirmed that each email notice it sends has been received.
This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This agreement may be varied only by a document signed by both parties.
Each Party acknowledges that it has not relied on and will have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in this Agreement. However, nothing in this clause shall limit or exclude liability for fraud.
The waiver by either party of a breach by the other in the performance of its obligations under this Agreement shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.
This agreement shall be governed by and construed in accordance with the law of England and Wales.
The parties will endeavour to settle any dispute that arises by direct negotiation but if direct negotiation does not result in a resolution of the dispute, either Party may require that it be referred to mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules.
Any dispute that is not settled by mediation within 45 days of a reference to mediation (or any longer period agreed by the parties) it will be finally determined by the courts of England and Wales.
In this Schedule, the following expressions shall have the meanings set out below:
| Agreement | means the SaaS Agreement between the Customer and iRostrum to which this Data Processing Agreement is attached. |
| Customer Personal Data | means any Personal Data Processed by iRostrum on behalf of the Customer in connection with the provision of the Services. |
| Data Protection Legislation | has the meaning given in the Agreement |
| Sub-processor | means any third party appointed by iRostrum to Process Customer Personal Data. |
All other capitalised terms shall have the meanings given to them in the Agreement.
2.1 The parties acknowledge that, in respect of Customer Personal Data, the Customer is the Data Controller and iRostrum is the Data Processor.
2.2 iRostrum shall Process Customer Personal Data only on behalf of the Customer and only in accordance with the terms of this Schedule and the Customer’s documented instructions.
3.1 The Customer instructs iRostrum to Process Customer Personal Data for the purposes of providing the Services and performing iRostrum’s obligations under the Agreement.
3.2 iRostrum shall immediately inform the Customer if, in its opinion, an instruction infringes the Data Protection Legislation.
4.1 iRostrum shall ensure that all persons authorised to Process Customer Personal Data are subject to confidentiality obligations no less restrictive than those set out in the Agreement.
5.1 Taking into account the nature of the Processing and the state of the art, iRostrum shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (as appropriate):
a) access controls;
b) encryption of data in transit;
c) data segregation;
d) resilience and backup procedures;
e) regular testing and evaluation of security measures.
5.2 The Customer acknowledges that the security measures implemented by iRostrum are appropriate for the Services as described in the Agreement.
6.1 The Customer grants iRostrum general authorisation to appoint Sub-processors in connection with the Services.
6.2 A current list of Sub-processors shall be made available by iRostrum upon request.
6.3 iRostrum shall ensure that any Sub-processor is appointed under a written agreement imposing obligations equivalent to those set out in this Schedule.
6.4 iRostrum shall remain liable for the acts and omissions of any Sub-processor.
7.1 iRostrum shall not transfer Customer Personal Data outside the UK or EEA unless such transfer complies with Data Protection Legislation, including through the use of:
a) adequacy regulations;
b) the UK IDTA; or
c) the EU Standard Contractual Clauses with the UK Addendum.
8.1 Taking into account the nature of the Processing, iRostrum shall assist the Customer by appropriate technical and organisational measures with:
a) responding to data subject requests;
b) ensuring compliance with the obligations relating to security, personal data breaches, data protection impact assessments and prior consultations.
Reasonable costs incurred by iRostrum in providing such assistance shall be recoverable from the Customer.
9.1 iRostrum shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data.
9.2 Such notification shall, where possible, include:
a) a description of the breach;
b) likely consequences;
c) measures taken or proposed to mitigate its effects.
10.1 Upon termination or expiry of the Agreement, iRostrum shall, at the Customer’s choice:
a) return all Customer Personal Data; or
b) securely delete it,
except to the extent retention is required by applicable law.
10.2 iRostrum shall be entitled to charge a reasonable fee for data extraction or export unless otherwise agreed.
11.1 iRostrum shall make available to the Customer all information reasonably necessary to demonstrate compliance with this Schedule.
11.2 The Customer may, no more than once per calendar year and on not less than 30 days’ written notice, carry out an audit of iRostrum’s compliance with this Schedule. Any such audit shall:
a) be conducted during normal business hours;
b) not unreasonably interfere with iRostrum’s operations; and
c) be limited to information strictly necessary for compliance verification.
11.3 iRostrum may charge the Customer for any time spent in connection with such audits at its then-current professional services rates.
| Subject Matter | Processing of Customer Personal Data to provide the Services. |
| Duration | The Term of the Agreement. |
| Nature and Purpose | Hosting and managing online auctions, user management, payment facilitation, messaging, reporting, and all related functions. |
| Types of Personal Data | Names, contact details, addresses, email addresses, telephone numbers, IP addresses, bidding history, payment transaction confirmations, and any other data uploaded by the Customer. |
| Categories of Data Subjects | Bidders, sellers, auction participants, Customer staff and administrators. |
Last Updated: 18 December 2025
This Integration Policy forms part of the Agreement between iRostrum and the Customer. All capitalised terms have the meanings given to them in the Agreement.
This Schedule sets out the mandatory technical, operational and security practices that apply to all integrations created or used by the Customer via the API, the Event Service or any other integration mechanism made available by iRostrum.
Compliance with this Schedule is a condition of using the Integration Services.
1.1 The Customer shall strictly limit access to system accounts, API keys, authentication tokens and all Integration Service credentials to personnel or systems that require such access for legitimate operational purposes.
1.2 The Customer shall implement regular access reviews and promptly revoke any unnecessary, unused or outdated credentials.
1.3 API keys and credentials must be securely stored, encrypted at rest, and never embedded within client-side code, version control systems, or exposed in logs.
2.1 Prior to enabling any integration in a live environment, the Customer shall obtain written approval from iRostrum in accordance with Clause 8.3 of the Agreement.
2.2 The Customer shall provide a description of:
a) the integration use case;
b) the API endpoints or Event Service channels used;
c) the data accessed or modified;
d) the polling frequency on the API; and
e) the intended business purpose.
2.3 The Customer shall not use the API or Event Service for any unapproved or undocumented purpose.
3.1 The Customer must ensure that polling frequency remains within the agreed parameters and must ensure that polling frequency is optimised to prevent unnecessary load on iRostrum’s systems.
3.2 Excessive, wasteful or aggressive polling may result in throttling or suspension in accordance with Clause 8.3.
4.1 All API requests must be clearly defined with appropriate parameters and expected responses.
4.2 Payloads shall contain only the data reasonably required for the relevant operation and must not include unnecessarily large or complex structures.
4.3 Any change to request definitions must be notified to, and approved by, iRostrum prior to deployment.
5.1 The Customer must implement a retry strategy based on exponential backoff.
5.2 Maximum retry attempts and timeouts shall be reasonable and in line with industry standards.
5.3 Retry behaviour must not overload iRostrum’s services or create unintentionally high-frequency request patterns.
6.1 All data exchanges must use TLS or an equivalent industry-standard secure protocol.
6.2 Sensitive data must be encrypted both in transit and at rest.
6.3 The Customer must not introduce scripts, processes, or integrations that compromise or risk compromising the security of the Software Program or Integration Services.
7.1 Integrations must include robust error handling to avoid operational failures or uncontrolled retries.
7.2 Logs must be monitored regularly to detect recurring issues.
7.3 Sensitive information including credentials, personal data and protected data must not be stored in logs.
8.1 The Customer shall monitor key performance metrics for their integrations, including:
a) response times;
b) error rates;
c) throughput; and
d) resource usage.
8.2 Any performance degradation must be promptly communicated to iRostrum.
9.1 Integrations must comply with:
a) this Integration Policy;
b) the Agreement;
c) the Data Protection Legislation; and
d) any usage limits, guidelines or documentation issued by iRostrum.
9.2 The Customer is responsible for staying informed of updates to this Schedule.
10.1 The Customer shall maintain comprehensive documentation of each integration, including:
a) architecture diagrams;
b) data flow descriptions;
c) API and Event Service usage; and
d) dependency mapping.
10.2 The Customer shall provide iRostrum with appropriate support contacts for troubleshooting and escalation.
11.1 iRostrum may update this Integration Policy from time to time to reflect technical, operational or security changes.
11.2 iRostrum shall notify the Customer of any material updates. Continued use of the Integration Services after notification constitutes acceptance of the updated Policy.
