The following terms govern use of the Saafehouse software-as-a-service platform. Select the applicable period below to view the terms in force during that time.
Software-as-a-Service Subscription Terms
A.1 These Terms of Service (these terms) are the standard subscription terms on which SAAFEHOUSE LTD, incorporated and registered in England and Wales with company number 16594915, whose registered office is at The Hub, Blackfriars Street, Stamford, PE9 2BW (the Supplier), makes its software-as-a-service platform available to its customers.
A.2 These terms apply to, and are incorporated into, each order agreement, order form or statement of work entered into between the Supplier and a customer (each an Order, and the customer identified in an Order, the Customer). Together, these terms and the Order form the agreement between the Supplier and the Customer (the Agreement or this agreement).
A.3 By entering into an Order that incorporates these terms, the Customer agrees to be bound by this agreement. The Order records the commercial terms and Customer-specific details of the subscription (including the parties’ details, the Subscription Fees, the Subscription Term, the Mandatory Policies and the Form of Reliance Confirmation).
A.4 In the event of any conflict or inconsistency between these terms and the Order, the Order shall prevail to the extent of the conflict.
B.1 The Supplier has developed certain software applications and platforms providing custodial, anti-money laundering, know-your-customer, onboarding and related compliance services, which it makes available to subscribers.
B.2 The Customer wishes to use the Supplier’s service in its business operations, and the Supplier has agreed to provide, and the Customer has agreed to take and pay for, the Supplier’s service subject to the terms and conditions of this agreement.
B.3 In providing the Services, the Supplier will in certain respects place reliance on the customer due diligence measures carried out by the Customer, and the parties wish to record the terms of that reliance in accordance with Regulation 39 of the MLRs.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Applicable Laws: all laws, regulations and regulatory rules applicable to a party’s performance of this agreement, including the MLRs, the FCA Rules and the Data Protection Laws;
Assets Under Administration: means the aggregate value of all cash and investments comprised in the funds, portfolios, accounts and client monies administered or managed by the Customer (whether directly or through a nominee) in respect of which the Services are used during the relevant period, calculated as the average of the values as at the last Business Day of each calendar month falling within that period. For these purposes: (a) each asset is valued using the Customer’s usual valuation policy, consistently applied; (b) where an asset is denominated in a currency other than pounds sterling, it is converted into pounds sterling at the Supplier’s applicable month-end rate; and (c) no asset is counted more than once;
Authorised Users: those employees, agents and independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by the Customer to use the Services and the Documentation;
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information: has the meaning given in clause 10.1;
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, and any data generated by, or derived from, the Customer’s use of the Services (including all customer due diligence data and verification records), whether hosted or stored within the Services or elsewhere;
Data Processing Agreement: means the data processing agreement between the parties from time to time located at saafehouse.com/data-processing-agreement;
Data Protection Laws: the UK GDPR, the Data Protection Act 2018 and all other laws relating to the processing of personal data applicable to a party;
Documentation: the documents and other materials made available to the Customer by the Supplier online via app.saafehouse.tech (or such other web address notified by the Supplier to the Customer from time to time), which set out a description of the Services and the user instructions for the Services, it being acknowledged that the Documentation as at the date of the Order shall only be amended by the Supplier with the prior written consent of the Customer at its sole discretion;
Effective Date: the date set out in the Order as the Effective Date or, if none is stated, the date of the Order;
Excluded Causes: means any claims arising directly from the Customer’s: (i) modification of the Software; (ii) use with non-approved third-party products; (iii) use in breach of this agreement; (iv) continued use after the Supplier provides a non-infringing replacement; or (v) specifications supplied solely by the Customer;
FCA: the Financial Conduct Authority;
FCA Rules: the rules, principles and guidance contained in the FCA Handbook, including SYSC 8 (Outsourcing);
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;
Initial Subscription Term: the initial term of the subscription, as set out in the Order;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Mandatory Policies: the Customer’s business policies set out in the Order, as amended by notification to the Supplier from time to time;
MLRs: the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
Normal Business Hours: 8.00 a.m. to 6.00 p.m. local UK time, each Business Day;
Order: the order agreement, order form or statement of work entered into between the Supplier and the Customer that incorporates these terms and sets out the commercial and Customer-specific details of the subscription;
Reliance Confirmation: a letter in the form set out in the Order (Form of Reliance Confirmation);
Renewal Period: the period described in clause 13.1;
Security Incident: any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Customer Data, or any other security incident affecting the Software, the Services or the Supplier’s network and information systems;
Services: the subscription services provided by the Supplier to the Customer under this agreement via app.saafehouse.tech (or any other website notified to the Customer by the Supplier in writing from time to time), as more particularly described in the Documentation and the Order, it being acknowledged that: (i) the Services as at the date of the Order shall only be amended by the Supplier with the prior written consent of the Customer at its sole discretion; and (ii) the payment services element of the Services shall be set out at saafehouse.com/payment-services-terms;
Software: the online software applications provided by the Supplier as part of the Services;
Subscription Fees: the fees payable by the Customer to the Supplier for the Services, as set out in the Order;
Subscription Term: has the meaning given in clause 13.1, being the Initial Subscription Term together with any subsequent Renewal Periods;
Support Services: the support described in clause 4;
UK GDPR: has the meaning given in section 3(10) of the Data Protection Act 2018;
Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or prevent, impair or otherwise adversely affect access to or the operation of any programme or data.
1.2 Clause and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 The Order forms part of this agreement and shall have effect as if set out in full in these terms.
1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 Any words following the terms “including”, “in particular”, “for example” or any similar expression are illustrative and do not limit the words preceding them.
1.8 References to clauses are to the clauses of these terms; references to the Order are to the Order agreed between the parties.
2.1 The Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 The Customer shall ensure that access to and use of the Services and the Documentation is limited to Authorised Users, each of whom shall use the Services and the Documentation solely for the Customer’s internal business operations in accordance with this agreement.
2.3 The Customer shall not knowingly distribute or transmit to the Supplier, via the Services, any Viruses, and shall not store, access, publish, disseminate, distribute or transmit via the Services any material which is unlawful, harmful, defamatory, obscene, infringing or otherwise illegal.
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, if there is any such unauthorised access or use, promptly notify the Supplier.
2.5 The rights provided under this clause 2 are granted to the Customer and any Affiliate of the Customer for so long as those Affiliates remain subsidiaries or holding companies of the Customer.
3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
3.2 The Supplier shall provide the Services with reasonable skill and care in accordance with Good Industry Practice and in accordance with the service description and onboarding provisions set out in the Order.
3.3 The Supplier shall provide the onboarding and implementation services set out in the Order and shall use all reasonable endeavours to complete onboarding within the timescales stated in the Order.
4.1 The Supplier shall use commercially reasonable endeavours to ensure that the Services are available at least 99.5% of the time, measured over each calendar month, excluding any period of Excused Downtime (Service Availability).
4.2 For the purposes of clause 4.1, “Excused Downtime” means unavailability caused by:
4.2.1 scheduled maintenance notified to the Customer at least 5 Business Days in advance;
4.2.2 emergency maintenance reasonably required to preserve the security or integrity of the Services;
4.2.3 any factor outside the Supplier’s reasonable control, including a force majeure event; or
4.2.4 any act or omission of the Customer or any Authorised User.
4.3 The Supplier shall measure and, on the Customer’s reasonable request, report Service Availability to the Customer.
4.4 The Supplier shall provide the Support Services between 9.00 a.m. and 6.00 p.m. on Monday to Friday, and between 9.00 a.m. and 1.00 p.m. on Saturday and Sunday, in each case local UK time, and shall respond to and resolve support requests in accordance with the severity levels and target response and resolution times set out in the table below.
| Severity | Description | Target initial response | Target resolution |
|---|---|---|---|
| High | Service unavailable or a critical function inoperable, with no workaround; material impact on the Customer’s business | 1 hour | 4 hours |
| Medium | A significant function impaired or degraded, but a workaround is available; limited impact on the Customer’s business | 4 business hours | 1 Business Day |
| Low | Minor issue, query or cosmetic fault with minimal impact on the Customer’s business | 1 Business Day | 5 Business Days |
4.5 Any failure by the Supplier to meet the Service Availability target or a support target shall be without prejudice to the Customer’s other rights and remedies under this agreement, including its rights under clause 13 (Term and Termination).
5.1 Each party shall comply with its obligations under the Data Protection Laws in connection with this agreement.
5.2 To the extent the Supplier processes personal data on behalf of the Customer, it shall do so only on the Customer’s documented instructions and in accordance with a data processing addendum containing the provisions required by Article 28 of the UK GDPR, set out in the Data Processing Agreement.
6.1 The parties acknowledge that, in providing the Services, the Supplier may place reliance on the customer due diligence measures carried out by the Customer in respect of the Customer’s clients, in accordance with Regulation 39 of the MLRs.
6.2 The Customer shall, where the Supplier places such reliance, on request provide to the Supplier a Reliance Confirmation in the form set out in the Order (Form of Reliance Confirmation).
6.3 Where reliance is placed under this clause 6, the Customer shall:
6.3.1 immediately on request make available to the Supplier all information obtained by the Customer in applying customer due diligence measures necessary for the Supplier to satisfy the requirements of Regulation 28 of the MLRs;
6.3.2 on request, and immediately, provide to the Supplier copies of any identification and verification data and other relevant documentation on the identity of the relevant customer, the customer’s beneficial owner, or any person acting on behalf of the customer; and
6.3.3 retain copies of the identification and verification data and supporting documents for the period required by Regulation 40 of the MLRs, being five years from the date on which the relevant business relationship ends or the transaction is completed.
6.4 Nothing in this clause 6 relieves either party of any obligation, or transfers any liability, that it retains under the MLRs. Each party remains liable for its own compliance with the MLRs, and reliance placed under this clause 6 does not diminish the primary responsibility of the relevant person under Regulation 39(1) of the MLRs.
6.5 Reliance under this clause 6 shall not be placed where prohibited by the MLRs, including in respect of any third party established in a high-risk third country, or in respect of enhanced due diligence measures.
7.1 The parties acknowledge that the Services may constitute the outsourcing of an operational function of the Customer for the purposes of SYSC 8 of the FCA Rules, and this clause 7 shall be interpreted accordingly.
7.2 Access to own data: The Customer shall at all times during the Subscription Term have the right to access, extract and obtain a copy of the Customer Data held on or processed by the Services, in a commonly used, machine-readable format, at no additional charge beyond the Subscription Fees.
7.3 Right to audit: The Supplier shall, on reasonable prior written notice and no more than once in any twelve (12) month period (save where required by a regulator or following a material Service failure or Security Incident), permit the Customer, its appointed representatives and the FCA to:
7.3.1 audit the Supplier’s performance of the Services and its compliance with this agreement and Applicable Laws;
7.3.2 access the Supplier’s relevant records, systems and premises used in the provision of the Services; and
7.3.3 obtain such information as is reasonably required to monitor the Supplier’s performance and the security of the Customer Data.
7.4 Regulatory access: The Supplier shall provide the FCA, and any other relevant regulator of the Customer, with such access to its business premises, records, staff and information as the regulator requires in order to supervise the outsourced Services.
7.5 Security documentation and certification: The Supplier shall, on the Customer’s reasonable request, provide to the Customer copies of its information security policies, and any independent security certifications, attestations or audit reports (such as ISO/IEC 27001 certification or SOC 2 reports) that it holds in respect of the Services.
7.6 Additional information: The Supplier shall respond to the Customer’s reasonable requests for additional information relating to the Services, the security of the Customer Data and the Supplier’s compliance with Applicable Laws.
7.7 Data on exit: On termination or expiry of this agreement, and at any time on the Customer’s request, the Supplier shall:
7.7.1 provide to the Customer a complete copy of all Customer Data in a commonly used, machine-readable format;
7.7.2 provide reasonable co-operation and assistance to support the orderly transition of the Services to the Customer or to a successor supplier; and
7.7.3 following completion of the transition and on the Customer’s written instruction, securely delete or destroy the Customer Data in its possession or control (save to the extent retention is required by Applicable Law) and, on request, certify in writing that it has done so.
7.8 The Supplier shall not store the Customer Data in any jurisdiction that would inhibit effective access to that data by the Customer or the FCA.
7.9 Business continuity: The Supplier shall maintain, regularly test and, on the Customer’s request, make available to the Customer a business continuity and disaster recovery plan appropriate to the Services, and shall implement that plan so as to minimise disruption to the Services.
7.10 Sub-outsourcing: The Supplier shall not sub-contract or sub-outsource any material part of the Services without the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed) and shall remain fully responsible for the acts and omissions of any permitted sub-contractor as if they were its own, save in relation to sub-processors which, notwithstanding the foregoing, the Supplier shall be entitled to change without the Customer’s prior consent but in respect of which the Supplier shall notify the Customer in writing as soon as reasonably practicable and in accordance with the Data Processing Agreement.
7.11 Regulatory notification and co-operation: The Supplier shall, to the extent permitted by law, promptly notify the Customer of any matter that may materially affect its ability to provide the Services in accordance with the FCA Rules, and shall co-operate with the Customer, the FCA and any other relevant regulator in connection with any notification, supervision or step-in arrangements required in respect of the outsourced Services.
8.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 8 and the Order.
8.2 The Subscription Fees are calculated on the basis, and at the rates, set out in the Order.
8.3 The Supplier shall invoice the Customer quarterly in arrears, and the Customer shall pay each undisputed invoice within 30 days after the date of the invoice.
8.4 All amounts and fees stated or referred to in this agreement are payable in pounds sterling and are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
8.5 If the Supplier has not received payment of any undisputed sum within 30 days after the due date, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated in this agreement, this agreement does not grant the Customer any rights in respect of the Services or the Documentation.
9.2 The Customer shall own all right, title and interest in and to all Customer Data, and the Supplier shall have no rights in or to the Customer Data other than the right to process it as necessary to provide the Services.
10.1 “Confidential Information” means all information disclosed by a party to the other that is proprietary or confidential and is either clearly labelled as such or ought reasonably to be regarded as confidential, including the terms of this agreement.
10.2 Each party shall keep the other party’s Confidential Information secret and confidential and shall not use it except for the purpose of exercising or performing its rights and obligations under this agreement, nor disclose it except as expressly permitted by this clause 10.
10.3 Clause 10.2 does not apply to information that is or becomes generally available to the public other than by breach of this agreement, was lawfully known to the receiving party before disclosure, or is required to be disclosed by law or by any regulator (including the FCA).
11.1 Save in relation to Excluded Causes, the Supplier shall defend the Customer, the Authorised Users, its affiliates and subsidiaries and its and their officers, directors and employees against any and all liabilities, costs, expenses, damages and losses suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising from the Customer’s use of the Services in accordance with this agreement.
11.2 The Customer shall notify the Supplier in writing of any such claim, allow the Supplier to conduct all negotiations and proceedings (subject to the Customer’s prior approval of any settlement, such approval not to be unreasonably withheld), and provide the Supplier with reasonable assistance, subject to reimbursement by the Supplier of the Customer’s reasonable costs so incurred.
11.3 The Supplier shall indemnify and keep indemnified the Customer against all liabilities, costs, expenses, damages and losses (including reasonable legal costs, and any monetary penalty imposed by a regulator to the extent that indemnification is permitted by law) suffered or incurred by the Customer arising out of or in connection with any breach by the Supplier of its data protection obligations under clause 5 (Data Protection) or the Data Processing Agreement, or any Security Incident to the extent caused by the act, omission or default of the Supplier or any person engaged by it in connection with the Services.
11.4 For the avoidance of doubt, the Supplier shall not be liable pursuant to clause 11.3 in relation to any indirect losses suffered by the Customer or in relation to any liability directly caused by the Customer.
12.1 Nothing in this agreement excludes or limits the liability of either party for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
12.2 Subject to clause 12.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, or any indirect or consequential loss.
12.3 Subject to clauses 12.1 and 12.2, each party’s total aggregate liability arising out of or in connection with this agreement shall not exceed an amount equal to the total Subscription Fees paid and payable in the twelve (12) months preceding the event giving rise to the claim.
12.4 The limitation of liability in clause 12.3 shall not apply to the Supplier’s liability for: (a) breach of its data protection obligations under clause 5 (Data Protection) or the Data Processing Agreement; (b) breach of confidentiality under clause 10; or (c) its indemnities under clauses 11.1 and 11.3, in respect of which the Supplier’s total aggregate liability shall instead not exceed an amount equal to 3 x the amount equal to the total Subscription Fees paid and payable in the twelve (12) months preceding the event giving rise to the claim (the Enhanced Cap). Nothing in this agreement limits or excludes the Customer’s obligation to pay the Subscription Fees.
13.1 This agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of twelve (12) months (each a Renewal Period), unless either party gives not less than 90 days’ written notice of non-renewal before the end of the Initial Subscription Term or the then-current Renewal Period; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:
13.2.1 commits a material breach of this agreement which is irremediable or, if remediable, is not remedied within 30 days after being notified in writing to do so; or
13.2.2 suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, or becomes insolvent within the meaning of the Insolvency Act 1986.
13.3 Either the Supplier or the Customer may terminate this agreement on 90 days’ written notice if the Supplier’s continued provision of the Services would cause the Supplier or Customer (as applicable) to breach any Applicable Law or any requirement of the FCA.
13.4 On termination or expiry of this agreement, the provisions of clause 7.7 (Data on exit) shall apply, and any accrued rights or remedies of either party shall not be affected.
14.1 Neither party shall be in breach of this agreement, nor liable for any failure or delay in performance, arising from any event beyond its reasonable control, provided that it notifies the other party and uses reasonable endeavours to mitigate the effect of the event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate this agreement by giving not less than 30 days’ written notice to the affected party.
15.1 The Supplier warrants and undertakes to the Customer that:
15.1.1 it has full right, power and authority to enter into and perform this agreement;
15.1.2 the Services will be provided with reasonable skill and care and in accordance with Good Industry Practice;
15.1.3 the Services will materially conform to, and be performed in accordance with, the Documentation;
15.1.4 it will comply with all Applicable Laws in the provision of the Services, including the MLRs and the Data Protection Laws;
15.1.5 the receipt and use of the Services by the Customer and the Authorised Users in accordance with this agreement will not infringe the Intellectual Property Rights of any third party;
15.1.6 it will use commercially reasonable endeavours, including maintaining up-to-date anti-malware measures, to ensure that the Services do not contain or introduce any Virus; and
15.1.7 it holds, and will maintain throughout the Subscription Term, all consents, licences, registrations and permissions necessary to provide the Services.
16.1 The Supplier shall, during the Subscription Term and for a period of six years after its termination or expiry, maintain in force with a reputable insurer:
16.1.1 professional indemnity insurance with a limit of indemnity of not less than £1,000,000 for each claim;
16.1.2 cyber insurance covering losses arising from data and security incidents with a limit of not less than £1,000,000 for each claim; and
16.1.3 such other insurances as are appropriate to the Supplier’s obligations under this agreement.
16.2 The Supplier shall, on the Customer’s reasonable request, provide evidence that the insurances required by this clause are in force.
17.1 Assignment: Neither party may assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under this agreement without the other party’s prior written consent, such consent not to be unreasonably withheld.
17.2 Entire agreement: This agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
17.3 Variation: No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of each party.
17.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy.
17.5 Severance: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
17.6 No partnership or agency: Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or authorise either party to act as agent for the other.
17.7 Notices: Any notice given under this agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the address of the relevant party set out in the Order, or to such other address as that party may notify from time to time. This clause does not apply to the service of any proceedings or other documents in any legal action.
17.8 Third party rights: Except as provided in clauses 2.5 and 11.1, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that the FCA may rely on and enforce the access rights conferred on it by clause 7.
17.9 Counterparts: This agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.
17.10 Governing law: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.11 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
These Terms of Service are entered into by the Customer through, and take effect on the date of, the Order. Commercial terms, party details, the Subscription Fees, the Subscription Term, the Mandatory Policies and the Form of Reliance Confirmation are set out in the Order.