Terms & Conditions
SPRINGBOARD RESEARCH LIMITED CLIENT AGREEMENT TERMS AND CONDITIONS
- The definitions and rules of interpretation in this clause apply in this Agreement. “Agreement” means the order confirmation, these terms and conditions and all other Exhibits identified on the order confirmation
“Authorised Users” means those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as further described in clause 2.2.3
“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information
“Client Data” means the raw data gathered by the System as processed into reports by the Company using the Software on the Client’s behalf
“Documentation” means the document made available to the Client by the Company online via the Website or such other web address notified by the Company to the Client from time to time which sets out a description of the Services and the user instructions for the Services
“Normal Business Hours” means 9.00 am to 5.00 pm UK time, each Business Day
“Services” means the installation and configuration of the system at the Location and subscription services provided by the Company to the Client under this Agreement via the Website as more particularly described in the Documentation
“Software” means the online software applications provided by the Company as part of the Services
“Term” means the Initial Term and any continuation of the Initial Term as provided by clause 12.1 “Virus” any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose
“Website” means www.spring-board.info
- Clause headings shall not affect the interpretation of this
- 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.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under
- References to clauses are to the clauses of this
2 AUTHORISED USERS
- Subject to the restrictions set out in this Agreement, the Company hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Term solely for the Client’s internal business
- In relation to the Authorised Users, the Client undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of specified on the signature page or otherwise agreed upon by the parties from time to time;
- each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
- it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time or
- The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property;
and the Company reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
- The Client shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- use the Services and/or Documentation to provide services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
- The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the
- The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the
- The Company shall, during the Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this Agreement.
- The parties will agree an estimated date for commencement of the Services and the company shall use its reasonable endeavours to install the cameras and make them operational before such date but time shall not be of the essence and the company shall not be liable for any delay in commencement of the provision of the Services.
- If at any time during the Term the Client wishes to alter the Location, the Client shall be responsible for all costs incurred by the company in the removal and re-installation of any part of the System at the new Location.
- The Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance; and
- unscheduled maintenance provided that the Company has used reasonable endeavours to give the Client at least 6 Normal Business Hours’ notice in
- The Company will, as part of the Services and at no additional cost to the Client, provide the Client with the Company’s standard customer support services during Normal Business The Client may purchase enhanced support services separately at the Company’s then current rates.
- The Company shall process the raw data gathered by the System and shall present that data to the Client in the form of such reports as may be agreed upon by the parties from time to time.
- All rights, title and interest in and to all of the raw data shall belong to the
5 COMPANY’S OBLIGATIONS
- The Company undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and
- The undertaking at clause 1 shall not apply to the extent of any non- conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Company will, at its expense, use all reasonable commercial endeavours to correct any such non- conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, the Company:
- does not warrant that the Client’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications
- This Agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this
- The Company warrants that it has (or will obtain) and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this
6 CLIENT’S OBLIGATIONS
The Client shall:
- provide the Company with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by the Company; in order to render the Services;
- comply with all applicable laws and regulations with respect to its activities under this Agreement;
- carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
- provide all assistance reasonably required by the Company in connection with obtaining and maintaining all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres (f so specified on the Order Confirmation) and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
7 CHARGES AND PAYMENT
- The Client shall pay the Fees to the Company in accordance with this clause
- The Company shall invoice the Client on the on the first Business Day of the month prior to each Billing Period and the Client shall pay each invoice no later than 30 days after the date of such
- If the Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Company:
- the Company may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after
- All amounts and fees stated or referred to in this Agreement:
- shall be payable in pounds sterling;
- are non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.
8 PROPRIETARY RIGHTS
- The Client acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, the Services or the
- The Company confirms that it has all the rights in relation to the Software, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
- Each party undertakes that it shall not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by Clause 2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
- as may be required by law, court order or any governmental or regulatory
- No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
- The Client shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or Documentation, provided that:
- the Client is given prompt notice of any such claim;
- the Company provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and
- the Client is given sole authority to defend or settle the
- The Company shall, subject to clause 5, defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the date of this Agreement, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
- the Company is given prompt notice of any such claim;
- the Client provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and
- the Company is given sole authority to defend or settle the
- In the defence or settlement of any claim, the Company may procure the right for the Client to continue using the Services, replace or modify the Services so that they become
non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
- In no event shall the Company, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Company; or
- the Client’s use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Company; or
- the Client’s use of the Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.
- The foregoing states the Client’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of
11 LIMITATION OF LIABILITY
- This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
- any breach of this Agreement;
- any use made by the Client of the Services and Documentation or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this
- Except as expressly and specifically provided in this Agreement:
- the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Client in connection with the Services, or any actions taken by the Company at the Client’s direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
- the Services and the Documentation are provided to the Client on an “as is”
- Nothing in this Agreement excludes the liability of the Company:
- for death or personal injury caused by the Company’s negligence; or
- for fraud or fraudulent
- Subject to clause 2 and clause 11.3:
- the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
- the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to 125% of the total Fees paid during the 12 months immediately preceding the date on which the claim
12 TERM AND TERMINATION
- This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the date hereof and shall continue for the Initial Term and this Agreement shall continue thereafter unless:
- either party provides the other with at least 90 days’ written notice of termination to expire no earlier than the final day of the Initial Period or any time thereafter; or
- otherwise terminated in accordance with the provisions of this
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
- the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
- a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
- the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- the other party ceases, or threatens to cease, to trade; or
- the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate;
- each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- the Company may destroy or otherwise dispose of any of the Client Data in its possession unless the Company receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Company in returning or disposing of Client Data;
- the Company shall remove any part of the System from the Location; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13 FORCE MAJEURE
- The Company shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
- 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, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act
- The terms and conditions of this Agreement are the entire agreement between the parties with regard to their subject matter and no other terms, conditions, warranties or statements (unless fraudulent) will apply.
- Each party acknowledges that in entering into this Agreement it does not do so on the basis of, and does not rely on any representation, unless made fraudulently, warranty or other provision not expressly contained in this
- Any variation to this Agreement must be in writing and signed on behalf of both
- If a court decides that any part of this Agreement cannot be enforced, that particular part of this Agreement will not apply, but the rest of this Agreement
- A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other
- Failure or delay in exercising any right under this Agreement shall not prevent the exercise of that or any other right.
- Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
16 GOVERNING LAW AND JURISDICTION
- This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of
- The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).