YOU (“Customer”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS with ROCKETINGIT LIMITED, a company incorporated and registered in England and Wales with company number 10731189 whose registered office is at Building 6, 30 Friern Park, London, United Kingdom, N12 9DA (Supplier). You agree to this agreement on the following terms.
Data Controller, Data Processor, Personal Data and Personal Data Breach: the meanings given to them in the Data Protection Legislation.
Data Protection Legislation: (i) national laws implementing the Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC); (ii) the General Data Protection Regulation (EU) (2016/679) (‘GDPR’);
and (iii) any other similar national privacy law, as applicable from time to time.
Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation flood, drought, earthquake or other natural disaster.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.
Pre-existing Materials: all documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of this agreement, including computer programs, data, reports and specifications.
Product and Services: the provision of the Product – an Instagram extension for restaurants with a number of features listed on the Supplier’s website. Services which the Supplier provides or agrees to provide to the Customer under this agreement – full management of this extension, hosting and support, together with any other services.
2. COMMENCEMENT AND DURATION
2.1. The Supplier shall provide the Services to the Customer for an initial trial period of seven (7) days.
2.2. Following expiry of the initial trial period, unless either party gives notice to the other party of termination of this agreement, this agreement shall automatically renew and continue for a further period of a minimum of six (6) months in accordance with this agreement (unless terminated in accordance with clause 10).
3. SUPPLIER’S RESPONSIBILITIES
3.1. The Supplier shall use reasonable endeavours to provide the Services to the Customer in all material respects.
4. CUSTOMER’S OBLIGATIONS
4.1. The Customer shall co-operate with the Supplier in all matters relating to the Services and shall provide all necessary information and materials as is required by the Supplier in order for it to carry out the Services.
4.2. The Customer shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and comply with the terms of the Supplier’s codes, policies and rules in relation to the Services.
4.3. The Customer shall comply with all applicable laws, statutes, regulations and codes from time to time in force in the United Kingdom.
4.4. If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
4.5. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of 12 (twelve) months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
4.6. Where the Customer elects to use third party services such as Google Analytics or to help it carry out the Services, use of such services shall be governed under a contract between the Customer and the third party service provider. The Supplier shall be under no obligation to maintain such third party services.
5. CHARGES AND PAYMENT
5.1. In consideration of the provision of the Services by the Supplier, the Customer shall pay thirty five (35) GBP per month, billed every six months and (20) GBP per month for information in each additional language, billed also every six months. All prices are exclusive of VAT.
5.2. If the Customer fails to pay the Supplier on the due date the Supplier may suspend all Services until payment has been made in full.
5.3. All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. INTELLECTUAL PROPERTY RIGHTS
6.1. All Intellectual Property Rights and all other rights in the Services and the Pre-existing Materials shall be owned by the Supplier. The Supplier licenses all such rights to the Customer on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services.
7.1. The Customer may only disclose the Supplier’s confidential information:
7.1.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Supplier’s confidential information comply with this clause 7; and
7.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.2. The Customer shall not use the Supplier’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
8. DATA PROTECTION
8.1. Each party will comply with their enhanced data protection obligations pursuant to Data Protection Legislation when processing Personal Data. The parties agree that in exercising its rights and carrying out its obligations under this agreement, both parties are independent Data Controllers in relation to the Personal Data it processes under this agreement.
8.2. The Supplier may transfer Personal Data outside of the European Economic Area only where it has a lawful basis for that transfer under Articles 44 to 49 (inclusive) of the Data Protection Legislation.
9. LIMITATION OF LIABILITY
9.1. Nothing in this agreement shall limit or exclude the Supplier&’s liability for breach of the terms implied by the Supply of Goods and Services Act 1982 or any other liability which cannot be limited or excluded by applicable law.
9.2. Subject to clause 9.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; and (g) any indirect or consequential loss.
9.3. Subject to clause 9.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to fees paid to the Supplier under this agreement.
10.1. 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:
10.1.1. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
10.1.2. the other party repeatedly breaches any of the terms of this agreement;
10.1.3. the other party suspends, or threatens to suspend, payment of its debts within the meaning the Insolvency Act 1986;
10.1.4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts;
10.1.5. an application is made to court, or an order is made, for the appointment of an administrator;
10.1.6. a person becomes entitled to appoint a receiver over all or any of the assets of the other party;
10.1.7. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.3 to clause 10.1.6 (inclusive); or
10.1.8. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
10.2. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
10.2.1. the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 (five) days after being notified in writing to make such payment; or
10.2.2. there is a change of control of the Customer.
11. CONSEQUENCES OF TERMINATION
11.1. The termination of this agreement pursuant to clause 10 shall result in the automatic termination of all licences and Services provided at the time of termination.
11.2. On termination or expiry of this agreement:
11.2.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest; and
11.2.2. the following clauses shall continue in force: clause 6 (Intellectual Property Rights), clause 7 (Confidentiality), clause 8 (Data Protection), clause 9 (Limitation of Liability), clause 11 (Consequences of Termination), clause 12.2 (Assignment), clause 12.11 (Notices) and clause 12.12 (Governing Law and Jurisdiction).
12.1. Force Majeure Event. If either party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, neither party shall be in breach of this agreement or otherwise liable for any such failure or delay in the performance of its obligations. If the Force Majeure Event prevails for a continuous period of more than 21 days, either party may terminate this agreement by giving 7 days’ written notice to the other party.
12.2. Assignment. This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
12.3. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4. Waiver. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
12.5. Rights and Remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
12.6. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
12.7. Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.8. No Partnership or Agency. Nothing in this agreement is intended to, or shall be deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.9. Third Party Rights. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
12.10.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
126.96.36.199. delivered by hand or by pre-paid first-class post or other next business day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
188.8.131.52. sent by email to the address to email@example.com in the case of the Supplier and in the case of the Customer, email address entered by the Customer during registration process.
12.10.2. Any notice or communication shall be deemed to have been
184.108.40.206. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
220.127.116.11. if sent by pre-paid first-class post or other next business day delivery services, at 9.00am on the second business day after posting or at the time recorded by the delivery service; or
18.104.22.168. if sent by email, at 9.00am on the next business day after transmission.
12.10.3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.11. Governing Law and Jurisdiction. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction.