Terms and Conditions

TERMS AND CONDITIONS (Effective January 2022)

Background

The Licensor is the proprietor of Technology and provides the Services.

The Client wishes to use the Services and the Licensor agrees to provide them on the terms set out in this Agreement.

Definitions

In this Agreement (including the Schedule) the following expressions shall, unless the context otherwise requires, have the following meanings:-

"Agreement" means this agreement, including the schedule appended hereto;

"Appropriate Technical and Organisational Measures" means technical and organisational measures required to safeguard personal data (as defined in the DP Laws) against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to, that data, having regard to: (a) the nature of such data and the harm which could result from such processing, loss, destruction or damage; and (b) the state of technological development and the cost of implementing such measures;

"Business Day" means a day (other than a Saturday, Sunday or a public holiday in Scotland) on which commercial banks are open for general business.

"Client Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

“Data Protection Law” means any Law relating to data protection, the Processing of personal data and privacy from time to time, including without limitation:

the Data Protection Act 2018;
the General Data Protection Regulation (EU) 2016/679;
the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and
any legislation that, in respect of the United Kingdom, replaces, or enacts into United Kingdom domestic law, the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the Processing of personal data and privacy as a consequence of the United Kingdom leaving the European Union;

“Data Protection Supervisory Authority” means any regulator, authority or body responsible for administering Data Protection Law;

"Effective Date" means the date set out in the Schedule from which the Services will be provided;

“Fees” means those fees as set out in the Schedule;

"Intellectual Property Rights" means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"Licence Administrator" means the person designated as such by the Client in the Schedule or as otherwise notified in writing by the Client to the Licensor;

"Licence Term" means the initial licence term expiring on the relevant anniversary of the Effective Date specified in the Schedule and the period to any subsequent anniversary of the Effective Date;

"Output" means User Data and the other audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

“Personal Data”, “Special Category Personal Data”, “processing” (including “process”, “processed”, and “processes”, which shall be construed accordingly), “Data Controller”, “data subject” and “data subject request” shall have the meanings given in Data Protection Law;

"Premises" means the premises set out in the Schedule;

“Renewal Term” means any licence term beyond the Initial Term that commences in accordance with clause 11.1;

"Service Agreement" means this Service Agreement, including the Schedule appended hereto;

“Service Fee” means the Service Fee as set out in the Schedule;

“Service Specification” means the specification of the Service(s) as set out in the Schedule;

"Service(s)" means the services operated and maintained by us, accessible via the Website, or ancillary online or offline products and services provided to you by us, to which you are being granted access under this Agreement, including the Technology and the Output;

"Technology" means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by us in providing the Service;

"User(s)" means those who download the associated app which will allow them to share User Data with you and contact you through the Services;

"User Data" means data made available to you by Users through the Services;

"we", "us" or "our" means Neatebox Limited trading as WelcoMe(Reg. No. SC409943);

"Website" means wel-co.me & welcome.neatebox.com;

"you" or "your" means the Client.

Information About Us
1. The Service is provided by Neatebox Ltd, a limited company registered in Scotland under company number SC409943, whose registered address is 65 Haymarket Terrace, Edinburgh, EH12 5HD.. Our VAT number is GB234573310.
Your Contract with us.
1. You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
2. No part of the Service, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (the “Contract”).
3. Subscription Confirmations contain the following information:
  1. Confirmation of your chosen Subscription including full details of the main characteristics and features of the Service available as part of that Subscription;
  2. Fully itemised pricing, which shall include VAT unless stated otherwise including, where appropriate, taxes and other additional charges; and
  3. Details of the duration of your Subscription.
  4. If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 14 calendar days.
  5. By purchasing a Subscription, you are expressly requesting that you wish access to the Service to be made available to you immediately. If you are a consumer, this will result in your right to cancel during the “cooling-off” period being lost. Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
Grant of Licence and Other Services
1. You are hereby granted a non-exclusive, non-transferable, right to use the Services at the Premises, subject to the terms and conditions of this Agreement.
2. You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any third party the Service or the Output.
3. The licence granted for the Services will run from the Effective Date for the initial term of the licence in the Schedule. The Licence Term will automatically renew for a further twelve months on expiry of such initial term and each subsequent anniversary unless the Client shall give written notice terminating the Licence Term on the next anniversary at least 3 months prior to such anniversary.
4. In terms of the Services, Users will be able to notify you of their itinerary and personal requirements.
Your Obligations
1. You are responsible for all activity on your accounts and shall comply with all applicable laws and regulations in connection with your use of the Service, including those related to data protection, international communications and the transmission of technical or personal data.
2. You shall: (i) notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security; and (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Output that is known or suspected by you.
3. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data.
User Data
1. We warrant and represent to you that all personal data (including sensitive personal data) sourced by us for use in connection with the Services provided under the Agreement shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Licensor providing all of the required fair processing information to, and obtaining all necessary consents from the Users), in accordance with the DP Laws.
2. You acknowledge that User Data which will be made available to you will be personal data, and mostly sensitive personal data, for the purposes of the DP Laws. While such User Data is uploaded by Users in the knowledge it is to be provided to licensees as part of the Services, you acknowledge and agree that such User Data will be used by you solely for the purposes of your interacting with Users to the extent and for the purpose they wish you to do so through their use of the Technology, and you will ensure that such User Data is held securely by you.
3. You acknowledge and agree that all Client Data may be made fully accessible to all Users.
Data Protection
1. The parties acknowledge that Personal Data (including special category personal data) will be transferred by the Licenser to the Client pursuant to the provisions of the Services.
2. The provision of the Services requires both parties to Process Personal Information of the User, in respect of such Processing, the Parties acknowledge and agree that:
  - the Licensor shall be the Data Controller and the Client shall be the Data Processor;
3. The Licensor warrants to the Client that:
  1. all Personal Data provided to the Client has been fairly and lawfully obtained, is accurate and up-to-date;
  2. it holds all necessary data subject consents to permit sharing the Personal Data with the Client in providing the Services and will inform the Client as soon as reasonably practicable if any data subject whose data has been shared with the Client retracts their consent to such data being shared with the Client;
  3. the terms of data sharing set out in this Service Agreement have been made sufficiently clear to data subjects who use the app and these arrangements are accurately reflected in the Licensor’s Privacy Notice in respect of the Services so as to enable fair, transparent and lawful processing in accordance with Data Protection Law;
  4. all appropriate privacy notices (including that of the Client) have been made available to each relevant data subject as necessary to permit the sharing of personal data with the Client in accordance with this Service Agreement;
  5. the Personal Data is transferred to (and received by) the Client in a secure manner using appropriate technical and organisational security measures that comply with the obligations of each party under all Data Protection Law;
  6. it shall not by any act or omission cause the Client (or any other person) to be in breach of any Data Protection Law;
  7. it shall keep copies of all notices, consents and other information necessary to demonstrate its compliance with this clause 7; and
  8. it shall promptly provide the Client with copies of all notices, consents and other information referred to in clause 7.2.7 as may be requested from time to time by the Client.
4. Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist each party with their respective compliance with Data Protection Law and in relation to all communications relating to either party’s obligations under any Data Protection Law and data subject requests in connection with this Service Agreement.
5. The Licensor shall indemnify and keep indemnified the Client against:
  1. all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Licensor of its obligations under this clause 6; and
  2. all amounts paid or payable by the Client to a third party which would not have been paid or payable if the Licensor’s breach of this clause 6 had not occurred.
6. The Client shall indemnify and keep indemnified the Licensor against:
  1. all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Client of its obligations under this clause 6; and
  2. all amounts paid or payable by the Licensor to a third party which would not have been paid or payable if the Client's breach of this clause 6 had not occurred.
7. Each party shall (and shall ensure that its subcontractors and employees shall) comply with all Data Protection Law regarding the collection, sharing, use and processing of Personal Data in connection with the Services.
8. The Parties will carry out all data sharing required under this Service Agreement in accordance with the Data Sharing Conditions set out in the Annex of the Data Protection Agreement.
9. Details of the Personal Information being Processed by both parties in the provision of the Services are set out in the Annex of the Data Protection Agreement.
Charges and Fees
1. You shall pay all fees or charges to your account in accordance with the fees and charges specified in the Schedule.
2. Our fees and charges may be amended and new charges introduced at any time to be effective from commencement of the next Licence Term, upon at least 3 months' prior notice to you. All pricing terms are confidential and you agree not to disclose them to any third party.
3. The Client shall pay all fees and charges to Licensor on the terms specified in the Schedule or otherwise within 30 days of the relevant invoice date.
4. All payments to the Licensor under this Agreement shall be made in Sterling by electronic transfer to such bank account as the Licensor may direct from time to time.
5. All payments due to the Licensor under this Agreement shall be exclusive of Value Added Tax and any sales or other applicable taxes, levies or charges, which shall, if applicable law so requires, be paid by the Client in addition to such payments at the applicable rate from time to time.
6. In the event of any delay in effecting payments due under this Agreement by the relevant due date, the Client shall pay to the Licensor interest calculated on a daily basis on the overdue payment, from the date such payment was due to the date of actual payment, at a rate of 3% over the base lending rate of the Bank of England from time to time.
Non-payment and Suspension of Service
1. In addition to any other rights, we reserve the right to suspend or terminate this Agreement and your access to the Service if any amount due to us is in arrears without good cause.
2. You will continue to be charged for all Licensed Services during any period of suspension. On termination you will be obliged to pay the balance due on your account calculated in accordance with Clause 5 above.
3. We reserve the right to impose a reconnection fee in the event you are suspended and request access to the Service. You agree and acknowledge that we have no obligation to retain Client Data and that such Client Data may be irretrievably deleted if your account is suspended.
Intellectual Property
1. We (and our licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to our Technology and the Service.
2. Other than the right to use the Service as licensed by this Agreement you acquire no right to use any of such items and have no right to any Intellectual Property Right in them.
3. All Intellectual Property Rights in and to any Client Data is retained by you and you grant us a licence of them only to the extent we require such licence to provide the Services.
4. Both parties shall indemnify the other from and against any and all claims, costs, damages, losses, liabilities and expenses (including solicitors' fees and costs) arising out of or in connection with any claim made for actual infringement of a third party’s intellectual property rights arising out of the provision, supply or use of the Services.
Termination
1. This Service Agreement shall, unless otherwise terminated as provided in this Clause 10, commence on the Effective Date and shall continue for the Initial Term. After the Initial Term and each subsequent Renewal Term, the Service Agreement shall automatically renew unless you and we agree to terminate the Service Agreement no less than three months prior to the expiry of the Initial Term or Renewal Term.
2. We may terminate this Service Agreement (in whole or in part relating to any Service) with effect from the expiration of the then current Licence Term, by at least one months' prior written notice. You may terminate this Service Agreement at any time, for any reason on one months’ prior written notice to us. We shall refund to you any amounts paid in advance as at the date of termination of this agreement.
3. We may, at our sole discretion, terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Service Agreement.
Disclaimer
1. Neither we nor our licensors make any representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the service or any content. Neither we nor our licensors represent or warrant that (a) the use of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your requirements or expectations, (c) the Services will meet your requirements or expectations, (d) the Services or the server(s) that make the Service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an "as is" basis, (e) any stored data will be accurate or reliable, or (f) errors or defects will be corrected.
2. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, quality, fitness for a particular purpose or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by us and our licensors.
3. While we shall make all reasonable efforts to provide uninterrupted access to the Services you acknowledge continuous access to internet-based services cannot be guaranteed, and that we shall also require to suspend access to the Services for maintenance to and update of the Website, Technology and related Services.
Limitation of Liability
1. Subject to clause 10.2, in no event shall either party's aggregate liability exceed the amount actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect or consequential loss however caused, arising out of or in connection with this Service Agreement, whether or not you or we have been advised of the possibility of such indirect or consequential losses.
2. Nothing in this Service Agreement limits or excludes the liability of the Licensor or Client:
  1. for death or personal injury caused by the Licensor’s or Clients negligence;
  2. for fraud or fraudulent misrepresentation; or
  3. for any breach of its obligations under clause 4 (Data Processing), clause 7 (Intellectual Property)
Cookies and Other Policies
1. By entering into this Agreement, you consent and agree to the use of all cookies and related tracking devices on the Website. Details of such devices as applicable to the Website are detailed in the "Cookies Policy" section on the Website.
2. You also acknowledge that use of the Website will be subject to such other policies as are specified on the Website from time to time.
Assignation
1. This Agreement may not be assigned by you without our prior written approval, but may be assigned without your consent by us.
Notices
1. Notices or other communications shall be in writing and delivered by email. Email notices for the Licensor shall be sent to allan@wel-co.me Email notices for the Client shall be sent to the client administrator.
2. Service by email shall be deemed to be delivered simultaneously on the day of transmission.
Governing law and jurisdiction
1. This Agreement shall be governed by the laws of Scotland and you agree to submit to the non-exclusive jurisdiction of the Scottish courts.

January 2022

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