Purple Button Ltd
Terms and Conditions
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our Purple Button Ltd platform and services. You will be asked to agree to these terms and conditions before becoming a customer.
You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.
These terms and conditions are available in the English language only.
If you have any questions or complaints about our services, please contact us by writing to Purple Button Ltd, 27 Bennet Canfield, CM61YE or by email to firstname.lastname@example.org.
1. Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules) and any amendments to the Agreement from time to time;
“Application” means the software application supplied by the Provider to the Customer (called Purple Button Ltd) for the purpose of enabling the Customer to access and use the Platform;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:00 London time on a Business Day;
“Change” means any change to the terms of the Agreement;
“Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement (as set out in Schedule 2);
“Confidential Information” means the Customer Confidential Information and the Provider Confidential Information;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer Confidential Information” means
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
(b) the financial terms and conditions of the Agreement;
(c) the Customer Materials;
"Customer Indemnity Event" has the meaning given to it in Clause 13.1;
"Customer Materials" all works and materials:
(a) uploaded to, stored on, processed using or transmitted via the Platform or Application by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and
(b) otherwise provided by the Customer to the Provider in connection with the Agreement;
"Customisations" means customisations to the Platform that the Provider and Customer agree the Provider will produce on behalf of the Customer;
"Documentation" means the documentation produced by the Provider and supplied / made available on the Platform to the Customer specifying how the Platform and Application should be used;
“Effective Date” means the date that the Agreement comes into force as specified in Clause 2;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” is 30 days from the Effective Date;
"Permitted Purpose" means the use of information provided by the Platform by the Customer. Data provided by the Platform may not be published or distributed without the Providers written permission;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Platform” means the software platform known as Purple Button Ltd that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;
“Provider” means Purple Button Ltd, a company incorporated in England and Wales (registration number 7623001) having its registered office at 27 Bennet Canfield, CM61YE;
“Provider Confidential Information” means:
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Provider to the Customer during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Customer at the time of disclosure to be confidential;
(b) the terms and conditions of the Agreement; and
"Provider Indemnity Event" has the meaning given to it in Clause 13.3;
“Representatives” means the Customer Representatives and the Provider Representatives;
“Schedule” means a schedule attached to the Agreement;
“Services” means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;
"Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule 1;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
2. Agreement and Term
2.1 The advertising of the Platform and the Services on the Provider's website constitutes an “invitation to treat”; and the Customer's order for the Platform and the Services constitutes a contractual offer. No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer's order in accordance with the procedure detailed in this Clause 2.
2.2 In order to enter into the Agreement, the Customer must select a service offering and create an account via the PurpleButton.net website and complete the initial payment.
2.3 Once in force, the Agreement will continue in force for the Minimum Term and indefinitely, unless terminated earlier in accordance with Clause 17.
3. The Platform
3.1 The Provider will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and providing to the Customer login details for that account as soon as practicable following the Effective Date.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser or provided data feeds in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(c) the Platform may only be used by the employees, agents and sub-contractors of the Customer and:
(i) where the Customer is a company, the Customer's officers;
(ii) where the Customer is a partnership, the Customer's partners; and
(iii) where the Customer is a limited liability partnership, the Customer's members;
(d) the Customer must comply at all times with the terms of the acceptable use policy set out in Schedule 3, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy; and
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;
(b) the Customer must not frame or otherwise re-publish or re-distribute the Platform;
(c) the Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation;
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.7 The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer's account.
3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.9 The Customer must not use the Platform:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4. The Application
4.1 Intentionally left blank.
5. Support Services and Upgrades
5.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule 1.
5.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
6.1 From time to time the Provider and the Customer may agree that the Provider will customise the Platform in accordance with a specification agreed in writing between the parties.
6.2 From the date when a Customisation is first made available to the Customer, the Customisation shall form part of the Platform under the Agreement, and accordingly from that date the Customer's rights to use the Customisation shall be governed by Clause 3.
6.3 The Customer acknowledges that the Provider may make any Customisation available to its other Customers following the making available of that Customisation to the Customer.
6.4 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider.
6.5 The Customer will provide the Provider with:
(a) such access to the Customer's computer systems and such other co-operation as is required by the Provider (acting reasonably) to enable the performance by the Provider of its obligations under this Clause 6;
(b) all information and documents required by the Provider (acting reasonably) in connection with the performance by the Provider of its obligations under this Clause 6; and
(c) any legal, accountancy or taxation advice reasonably required to ensure the compliance of the Customisations with applicable laws, regulations and standards.
6.6 The Customer will be responsible for procuring any third party co-operation reasonably required by the Provider to enable the Provider to fulfil its obligations under this Clause 6.
7.1 The Customer will ensure that all instructions in relation to the Agreement will be given by a Customer Representative to a Provider Representative, and the Provider:
(a) may treat all such instructions as the fully authorised instructions of the Customer; and
(b) will not comply with any other instructions in relation to the Agreement without first obtaining the consent of a Customer Representative.
7.2 The parties will hold contract management meetings:
(a) at the reasonable request of either party.
7.4 Wherever necessary to enable the efficient conduct of business, the Customer will be represented at a contract management meeting by at least one Customer Representative and the Provider will be represented at a contract management meeting by at least one Provider Representative.
8. Customer Materials
8.1 The Customer grants to the Provider during the Term a non-exclusive licence to store, copy and otherwise use the Customer Materials for the purposes of providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
8.2 Subject to Clause 8.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
8.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person's Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against the Provider or the Customer or any third party,
in each case in any jurisdiction and under any applicable law.
8.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 8, the Provider may:
(a) delete or amend the relevant Customer Materials; and/or
(b) suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.
8.5 Any breach by the Customer of this Clause 8 will be deemed to be a material breach of the Agreement for the purposes of Clause 17.
9. Trial period
Where a trial period has been agreed, for the duration of the trial period, all of the provisions of this Agreement shall apply, save as follows:
(a) the Customer shall have no obligation to pay the Charges in respect of the trial period;
(b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise);
10.1 The Provider will issue invoices for the Charges to the Customer in accordance with the provisions of Schedule 2.
10.2 The Customer will pay the Charges to the Provider within 7 days of the date of issue of an invoice issued in accordance with Clause 10.1.
10.3 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts.
10.4 Charges must be paid by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
10.5 If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 2% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily and be compounded quarterly); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10.6 The Provider may vary the Charges on and from any anniversary of the Effective Date by giving to the Customer not less than 30 days' written notice of the variation.
10.7 The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 30 days.
11. Intentionally left blank
11.1 Intentionally left blank.
12.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
12.2 The Provider warrants and represents to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Platform will operate without Defects and will perform substantially in accordance with the Documentation (subject to any Upgrades and Customisations);
in each case in any jurisdiction and under any applicable law / in England and Wales and under English law; and
(e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not:
(i) breach any laws, statutes, regulations or legally-binding codes;
(ii) infringe any person's Intellectual Property Rights or other legal rights;
(f) the Platform is and will remain free from viruses and other malicious software programs.
12.3 The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
(b) the Provider does not warrant or represent that the Platform will be compatible with any application, program or software (other than the Application) not provided by the Provider; and
(c) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
12.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
13.1 Subject to the Provider's compliance with Clause 13.2, the Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 8.3 (a "Customer Indemnity Event").
13.2 The Provider will:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer reasonable assistance in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Customer Indemnity Event; and
(d) not admit liability in connection with the Customer Indemnity Event or settle the Customer Indemnity Event without the prior written consent of the Customer.
13.3 Subject to the Customer's compliance with Clause 13.4, the Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause 12.2(e) (a "Provider Indemnity Event").
13.4 The Customer will:
(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
(b) provide to the Provider reasonable assistance in relation to the Provider Indemnity Event;
(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Provider Indemnity Event; and
(d) not admit liability in connection with the Provider Indemnity Event or settle the Provider Indemnity Event without the prior written consent of the Provider.
14. Limitations and exclusions of liability
14.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in the Agreement:
(a) are subject to Clause 14.1;
(b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
14.3 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
14.4 Neither party will be liable for any loss of business, contracts or commercial opportunities.
14.5 Neither party will be liable for any loss of or damage to goodwill or reputation.
14.6 Neither party will be liable in respect of any loss or corruption of any data, database or software.
14.7 Neither party will be liable in respect of any special, indirect or consequential loss or damage.
14.8 Neither party will be liable for any losses arising out of a Force Majeure Event.
14.9 Neither party's liability in relation to any event or series of related events will exceed the greater of:
(a) £1,000; and
(b) the total amount paid and payable by the Customer to the Provider under the Agreement during the 1 month period immediately preceding the event or events giving rise to the claim.
14.10 Neither party's aggregate liability under the Agreement and any collateral contracts will exceed the greater of:
(a) £1,000; and
(b) the total amount paid and payable by the Customer to the Provider under the Agreement.
15. Data protection
15.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
15.2 The Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.
16. Confidentiality and publicity
16.1 The Provider will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 16;
(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
16.2 The Customer will:
(a) keep confidential and not disclose the Provider Confidential Information to any person save as expressly permitted by this Clause 16;
(b) protect the Provider Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
16.3 Confidential Information of a party may be disclosed by the other party to that other party's officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
16.4 The obligations set out in this Clause 16 shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer, and Provider Confidential Information that is in possession of the Customer prior to disclosure by the Provider;
(c) Customer Confidential Information that is received by the Provider, and Provider Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.
16.5 Neither party will make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other party.
17.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
17.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
17.3 Either party may terminate the Agreement by giving at least 30 days' written notice of termination to the other party , expiring at any time after the end of the Minimum Term.
17.4 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 30 days' written notice of termination to the Customer.
17.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.
18. Effects of termination
18.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 10.5, 13, 14, 16.1 to 16.4, 18 and 21.
18.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.
18.3 Subject to Clause 18.5, within 30 days following the termination of the Agreement, the Provider will:
(a) irrevocably delete from the Platform all Customer Confidential Information; and
(b) irrevocably delete from its other computer systems all Customer Confidential Information, and return to the Customer or dispose of as the Customer may instruct all documents and materials containing Customer Confidential Information.
18.4 Subject to Clause 18.5, within 30 days following the termination of the Agreement, the Customer will:
(a) return to the Provider or dispose of as the Provider may instruct all documents and materials containing Provider Confidential Information; and
(b) irrevocably delete from its computer systems all Provider Confidential Information.
18.5 A party may retain any document (including any electronic document) containing the Confidential Information of the other party after the termination of the Agreement if:
(a) that party is obliged to retain such document by any law or regulation or other rule enforceable against that party; or
(b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the party retaining the document.
19.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).
27 Bennet Canfield, CM61YE; email@example.com
19.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by recorded signed-for post, 72 hours after posting; and
(c) where the notice is sent by email an acknowledgement is sent by the Provider.
20. Force Majeure Event
20.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
20.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.
20.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
21.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
21.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
21.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
21.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
21.5 The Customer hereby agrees that the Provider may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
21.6 Neither party will, without the other party's prior written consent, either during the term of the Agreement or within 6 months after the date of effective termination of the Agreement, engage, employ or otherwise solicit for employment any employee, agent or contractor of the other party who has been involved in the performance of the Agreement.
21.7 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
21.8 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
21.9 Subject to Clause 14.1:
(a) the Agreement and the acceptable use policy and end user licence agreement referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
21.10 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
Service Level Agreement
1.1 In this Schedule:
"New Functionality" means new functionality that is introduced to the Platform by an Upgrade; and
"Protected Functionality" means our core function of monitoring and reporting price data.
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2.1 The Provider will make available, during Business Hours, a email helpdesk facility for the purposes of:
(a) assisting the Customer with the configuration of the Platform and the integration of the Platform with the Customer's other systems;
(b) assisting the Customer with the proper use of the Platform; and/or
(c) determining the causes of errors and fixing errors in the Platform.
3. Response and resolution times
3.1 The Provider will:
(a) use all reasonable endeavours to respond to requests for Support Services made through the helpdesk; and
(b) use all reasonable endeavours to resolve issues raised by the Customer.
3.3 All Support Services will be provided remotely unless expressly agreed otherwise by the Provider.
4. Limits on Support Services
4.1 Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3) during any month exceed 4 hours, then:
(a) the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that
(b) the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at £250 per hour from time to time.
4.2 The Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:
(a) the improper use of the Platform; or
(b) the use of the Platform otherwise than in accordance with the Documentation.
5.1 The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 5.2, result in changes the appearance and/or functionality of the Platform.
5.2 No Upgrade shall disable, delete or significantly impair the Protected Functionality.
5.3 The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade, save where:
(a) the Upgrade introduces New Functionality to the Platform;
(b) that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
(c) access to or use of the New Functionality is chargeable to the customers of the Provider using the Platform generally; and
(d) any decision by the Customer not to pay the Charges for the New Functionality will not prejudice the Customer's access to and use of the rest of the Platform.
6. Uptime commitment
6.1 The Provider shall use all reasonable endeavour to ensure that the Platform is available 99% of the time during each calendar month, subject to Paragraph 8.
6.2 In the event that the Platform fails to provide the Services then the Provider shall not charge for the period.
7. Back-up and restoration
7.1 Subject to Paragraph 7.2, the Provider will make back-ups of the Customer Materials stored on the Platform on a daily basis, and will retain such back-ups for at least 30 days.
7.2 In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified by the Customer to the Provider under Paragraph 2, the Provider shall if so directed by the Customer use all reasonable endeavours promptly to restore the Customer Materials from the most recent available back-up copy.
8. Scheduled maintenance
8.1 The Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out outside Business Hours.
8.2 Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.
1.1 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
1.2 The Charges under the Agreement will consist of the following elements:
(a) Monitoring Charge;
(b) Matching Charge.
2. Monitoring Charge
2.1 The Charges in respect of daily monitoring, access to and use of the Platform shall be made up of either (i) variable daily rate based on agreed rate card and number of prices monitored; or (ii) a fixed charge based on service level selected.
3. Matching Charge
Where our Matching service is requested, this will be charged at the agreed rate per monitored price located.
4. Other Charges
4.1 In addition to the Charges detailed in Paragraphs 2 and 3 above, the Provider will invoice in respect of, and the Customer shall pay to the Provider:
(a) Charges payable under Paragraphs 4 and 5 of Schedule 1; and
(b) all other Charges that are agreed between the parties in writing from time to time.
Acceptable Use Policy
(1) This Policy
This Acceptable Use Policy (the “Policy”) sets out the rules governing the use of our web services available via http://www.purplebutton.net/ (the “Service”) and any content that you may submit to the Service (“Content”).
By using the Service, you agree to the rules set out in this Policy / We will ask you to expressly agree to the rules set out in this Policy.
(2) General restrictions
You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of, or services on, the Service.
You must not use the Service:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
(3) Professional advice
You must not use the Service to provide any legal, financial, investment, taxation, accountancy, medical or other professional advice or advisory services.
(4) Breaches of this Policy
We reserve the right to edit or remove any Content in our sole discretion for any reason, without notice or explanation.
Without prejudice to this general right and our other legal rights, if you breach this Policy in any way, or if we reasonably suspect that you have breached this Policy in any way, we may:
(a) delete or edit any of your Content;
(b) send you one or more formal warnings;
(c) temporarily suspend your access to a part or all of the Service; and/or
(d) permanently prohibit you from using a part or all of the Service.