Business Terms and Conditions
1. Company has developed a mobile application that can be used to buy discounted electronic gift cards (the “Platform”).
II. Customer wishes to license the Platform to offer a mobile application to their members/employees/customers (Users) in its own name (the “Application”).
NOW, THEREFORE, the parties agree as follows:
1. Grant of License. Company hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Platform during the Term, solely for the operation of the Application (the “License”).
2. Restrictions. (i)Customer shall not assign or otherwise make the Application and/or Platform available to any third party; (ii) sublicense or allow any other person to use the Platform, except pursuant to the normal operation of the Application; (iii) use the name or proprietary logo(s) of Company without Company’s prior written consent;
3. This Agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
2. Services. Company shall provide the following services in connection with the creation and operation of the Application (the “Services”):
2.1. Customisation. Company shall customise the Platform with the name, logos, and branding of Customer, with the “look and feel” desired by Customer. However, such customisation shall not include the addition of functionality or the incorporation of new software unless mutually agreed by Company and Customer. Company may modify the Platform by issuing updates and make new features, functionality, application or tools available in respect of the Platform, whose use may be subject to users acceptance of further terms and conditions.
2.2. Application Maintenance. Company shall provide regular updates for the Application through the Google Play Store & Apple App Store.
2.3. Technical Support. Company shall provide ongoing support and maintenance services to ensure that the Platform performs as intended.
2.4. Customer Support. Company shall provide ongoing customer support for all members referred by Customer via email [email protected], telephone 01915630995 & instant messenger. As standard customer service is provided 9am-5pm Monday-Friday.
3. Fees. Company shall provide customised access to the Platform to the Customer for a fee of £250 incl VAT per rebrand.
4. Data Protection. Both parties will comply with all applicable requirements of the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (the “Data Protection Legislation”). This section 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
4.1. If Company processes any personal data on Customer’s behalf when performing its obligations under this agreement, Customer is the controller and Company is the processor for the purposes of the Data Protection Legislation;
4.2. When Customer refers a User to the Company, the User shall be asked to create an account. For this purpose, Customer shall supply Company with personal data of the Users’, namely their names and email addresses.
4.4. The personal data may be transferred or stored outside countries within the European Economic Area or any other country where Customer, the Authorised Users or the End Users are located in order to use the Application. For the purposes of this clause, “Authorised Users” shall mean those employees, agents and independent contractors of Customer who are authorised by Customer to use the Services and “End Users” shall mean those persons Customer permits access to use the Application.
4.5. Customer warrants and represents that it has obtained all licenses and consents required under the Data Protection Legislation to enable it to share personal data with Company which will allow Company to set up employee accounts and enable Users to use the Application.
4.7. Sharing of Data. Company shall provide Customer with a summary of activity for members on a monthly basis. Company will only share member activity where members have given their consent.
5. Term. The initial term of this Agreement shall be for two (2) years, followed by successive renewal periods of one (1) year each (together, the “Term”).
5.1. Termination by Company Without Cause. Company may terminate this Agreement at any time by giving at least ninety (90) days’ notice to Customer.
5.2. Effect of Termination. Upon any termination of this Agreement, the License shall terminate and Customer shall have no further rights in or to the Platform. Company shall provide Customer with a final summary report of all activity.
5.3. Members. Following the termination of the Agreement, Company will give all members referred by Customer the option to continue to use the Application. However, after the termination date, Company will no longer provide Customer with any reporting.
6. Limitation of Claims. Company shall not be liable to Customer under any circumstances (even if this Agreement is terminated) for any consequential, special, incidental, punitive or indirect damages (including without limitation reputational damage, loss of profit, revenue, business opportunity or business advantage), whether based upon a claim or action of tort contract, warranty, negligence, strict liability, breach of statutory duty, contribution, indemnity or any other legal theory or cause of action, even if advised of the possibility of such damages.
7. Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No failure or delay in the exercise of any right or remedy shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
8. Governing Law. This Agreement shall be governed by the internal laws of England and Wales without giving effect to the principles of conflicts of laws. 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).
9. Entire Agreement. This Agreement constitutes the entire agreement between Company and Customer and supersedes all prior agreements and understandings. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.