1.1 The following definitions apply to this Agreement:
“Agreement”: the Order Forms, these Standard Terms and all annexes and schedules thereto:
“Annex Documents”: those documents which are complementary to the terms of this Agreement and are linked to and form part of this Agreement.
“Customer”: means you, the customer, as defined in the first Order Form;
“Customer Content”: means any content, data or materials provided to TeamsFox by the Customer;
“GDPR”: means the European General Data Protection Regulation (2016/679);
“Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection;
“Licensed Materials”: means all data, information, and content passed by TeamsFox to the Customer to provide the Services, TeamsFox’s proprietary software application known as the “TeamsFox”, any TeamsFox data and any other materials or electronic information reasonably related to Customer’s use of the and Services, including but not limited to software and websites asspecified on an Order Form;
“Named User”: means the employee of the Customer who may access and use the Licensed Materials and the Services on the Customer’s behalf.
“Order Form”: means an order form agreed and executed by both parties, setting out the Services ordered by the Customer or changes to the Services ordered by either Party;
“Parties”: means TeamsFox and Customer together, either a “Party”;
“Processor Activities”: means any operation or set of operations that is performed on personal data by TeamsFox on behalf of the Customer, as further detailed in the Services Annex;
“Services”: means the services provided by TeamsFox which are described under www.TeamsFox.com
“Standard Terms”: means these terms and conditions.
1.1 The following definitions apply to this Agreement:
“Agreement”: the Order Forms, these Standard Terms and all annexes and schedules thereto:
“Annex Documents”: those documents which are complementary to the terms of this Agreement and are linked to and form part of this Agreement.
“Customer”: means you, the customer, as defined in the first Order Form;
“Customer Content”: means any content, data or materials provided to TeamsFox by the Customer;
“GDPR”: means the European General Data Protection Regulation (2016/679);
“Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection;
“Licensed Materials”: means all data, information, and content passed by TeamsFox to the Customer to provide the Services, TeamsFox’s proprietary software application known as the “TeamsFox”, any TeamsFox data and any other materials or electronic information reasonably related to Customer’s use of the and Services, including but not limited to software and websites asspecified on an Order Form;
“Named User”: means the employee of the Customer who may access and use the Licensed Materials and the Services on the Customer’s behalf.
“Order Form”: means an order form agreed and executed by both parties, setting out the Services ordered by the Customer or changes to the Services ordered by either Party;
“Parties”: means TeamsFox and Customer together, either a “Party”;
“Processor Activities”: means any operation or set of operations that is performed on personal data by TeamsFox on behalf of the Customer, as further detailed in the Services Annex;
“Services”: means the services provided by TeamsFox which are described under www.TeamsFox.com
“Standard Terms”: means these terms and conditions.
2.1 This Agreement governs Customer’s use and access of the Licensed Materials, as defined herein, made available to Customer by TeamsFox and/or any of its agents and affiliates.
2.2 Subject to the terms and conditions of this Agreement, TeamsFox hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable, non-transferable, license to access and use the Services.
2.3 Customer may use the Services, and Licensed Materials solely for Customer’s internal business purposes, during the term of the subscription.
2.4 Customer may not, and Customer agrees it will not permit others (including Named Users agents and affiliates) to:
2.4.1 Sell, resell, transfer, distribute, rent or otherwise allow access to the Services, or Licensed Materials to any third party (including subsidiaries or affiliates of Customer) unless expressly agreed in an Order Form;
2.4.2 Introduce into the Licensed Materials or Services any viruses, trojan horses, time bombs, trap doors or other harmful or malicious code; and
2.4.3 Use the Services, or Licensed Materials for any illegal purpose or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third Parties.
2.4.4 log in to a server or account that Customer is not authorized to access;
2.4.5 Permit any person other than the Named User to use the password assigned to that Named User or otherwise access the Service or Licensed Materials;
2.4.6 Attempt to test, scan, probe or hack the vulnerability of the Service or any network used by the Service or to breach security, encryption or other authentication measures;
2.4.7 Attempt to interfere with the Service by overloading, flooding, pinging, mail bombing or crashing it;
2.4.8 Use or attempt to use any engine, software, tool, agent or other device, method or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Services;
2.4.9 Build a competing product to the Services;
and
2.4.10 Industrialize scraping of the TeamsFox Platform through excessive use of single or page-level exporting.
2.5 TeamsFox shall be entitled to immediately suspend the Services and access to the Licensed Materials if the Customer breaches Clause 2.4. The Customer shall indemnify TeamsFox for any losses stemming from a breach of Clause 2.4.
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3.1 TeamsFox will make the Licensed Materials available to Customer. Customer’s users will be limited to the number of users set forth on the Order Form. Login IDs and passwords shall not be used by more than one individual.
3.2 Customer shall be responsible for the acts or omissions or breach of applicable law of any person authorized by Customer to access the Service and shall indemnify TeamsFox for any losses stemming from unauthorized access or unlawful use. TeamsFox reserves the right to refuse registration of, or to suspend or cancel, login IDs that violate the terms and conditions set forth in this Agreement.
4.1 TeamsFox reserves all Intellectual Property Rights not expressly granted herein. Without limiting the foregoing, no rights are granted to access or use the Licensed Materials or Services to build a competitive product or service. TeamsFox retains all right, title, and interest in and to the Intellectual Property Rights, including any registrations, applications, renewals, and extensions of these rights. Customer further agrees that the originals, and any copies that may be made or exported, with regard to the Services and Licensed Materials are and shall continue to be at all times the exclusive property of TeamsFox, this includes, but is not limited to any data passed from TeamsFox to the Customer. Customer will not take any action, directly or indirectly, in contravention of such ownership.
4.2 TeamsFox warrants that the Customer’s use of the Licensed Materials or the Services in accordance with this Agreement will not infringe the Intellectual Property Rights of any third Party.
4.3 Where applicable in an Order Form, the Customer grants TeamsFox a royalty-free revocable, nonexclusive, non-transferable and sublicensable license for the Term to use the Customer Content to the extent necessary to provide the TeamsFox Platform and the
5.1 Customer shall pay all fees stated in the applicable Order Form (the “Subscription Fee”). The fees stated in the Order Form exclude VAT. All Subscription Fees are payable according to the payment terms set forth in the Order Form, however if no time is specified, then such Subscription Fees shall be payable within 30 days of Customer’s receipt of the invoice. All amounts shall be payable without any tax withholdings or deductions.
5.2 If Customer fails to make timely payment on any Subscription Fees, in addition to any other rights or remedies of TeamsFox:
5.2.1 Interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the European Central Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment;
5.2.2 TeamsFox reserves the right, upon thirty (30) days’ written notice to Customer of any, past-due Subscription Fees, to withhold or suspend Customer’s access and use of the Licensed Materials and Services until all past-due payments are made.
5.3 TeamsFox shall be entitled to increase the Subscription Fees by five (5) percent, without notice to the Customer, on each anniversary of the Effective Date as outlined in the Order Form.
5.4 Should for any reason an invoice/payment becomes overdue, TeamsFox reserves the right to instigate legal proceedings or instruct recovery agents to recover overdue debt and claim back extra costs incurred by this action from the customer. If such action is taken, TeamsFox will invoice for the remaining contracted period to include in their claim.
6.1 This Agreement will continue for the Initial Term as outlined in the applicable Order Form, until otherwise terminated as set forth herein.
6.2 Upon expiration of the Initial Term this Agreement shall automatically renew for successive periods each equal to the Initial Term (each a “Renewal Term”). For the avoidance of doubt, the autorenewal will include the Services agreed in the Order Form, plus any upgrades or additional Services agreed in subsequent Order Forms.
6.3 During the Initial Term and any Renewal Term, either Party may terminate this Agreement on at least sixty (60) calendar days written notice to the other Party. The Customer’s notice to terminate shall expire at the end of the Initial Term or any Renewal Term then in effect.
6.4 TeamsFox may terminate this Agreement immediately upon written notice if the Customer materially breaches any provision of this Agreement and does not cure such breach within thirty (30) calendar days from written notice of such breach. Customer may also terminate this Agreement upon thirty (30) days written notice to TeamsFox for material breach, where TeamsFox does not cure such breach within thirty (30) calendar days from written notice. The Customer can exercise the right to terminate under this Clause 6.4 provided that the fees for the Initial Term are paid in their entirety.
6.5 Upon termination of this Agreement for any reason and except as otherwise provided hereunder, Customer shall immediately cease use of the Licensed Materials and Services and all licenses granted under this Agreement with respect to such Licensed Materials and Services shall expire. Customer shall immediately pay any fees due and payable under this Agreement. Except as necessary to comply with applicable law, each Party will promptly return to the other or destroy, as requested by the disclosing Party, all of the other Party’s applicable Confidential Information (defined in Clause 7.1) within its possession or control and will certify in writing, if requested, that it has complied with its obligations to return or destroy all such Confidential Information.
6.6 The Customer will permanently delete any data extracted from the Licensed Materials and all copies thereof, including hard copies and electronic form copies, within thirty (30) days of the termination date.
6.7 Upon five (5) days’ written notice, TeamsFox may suspend Customer’s access to the Services or Licensed Materials if Customer’s use of the Services or Licensed Materials violates the terms of this Agreement and Customer fails to cure any such violation prior to the expiration of such three (3) day period.
7.1 “Confidential Information” shall mean all non- public documents, information, and data of a Party which has been or may hereafter be disclosed under this Agreement, directly or indirectly, to the other Party, including the Licensed Materials, the Services, trade secrets, data, technical information, financial information, business information (including business plans, strategies and practices), any information which can reasonably be considered to be Confidential Information, ideas and know-how, either orally, in writing or in any other form pursuant to or in connection with this Agreement.
7.2 Each Party agrees to take all necessary steps to protect any Confidential Information of the other Party with at least the same degree of care that the receiving Party uses to protect its own confidential and proprietary information of like kind, but no less than reasonable care. Neither Party shall use the other Party’s Confidential Information other than for purposes related to the use of the Licensed Materials and Services in accordance with the terms of this Agreement and to otherwise carry out its obligations under this Agreement. Notwithstanding the foregoing, the following will not constitute a breach of this Clause 7: (a) Confidential Information that was known to such Party, as demonstrated by written records, or was in the public domain prior to the time it was obtained by such Party; (b) Confidential Information that subsequently becomes generally available to the public by publication through no fault of a Party or breach of this Agreement; or (c) Confidential Information that is required by court, governmental, administrative or another legal order. The sharing of Confidential Information with group companies for each Party is not a violation of this clause 7.
7.3 This clause 7 (Confidential Information) shall survive termination of this Agreement for a period of five (5) years.
8.1 Where TeamsFox processes personal data on behalf of the Customer, the DPA (https://www.teamsfox.com/dpa) applies and the Customer will ensure that all necessary and appropriate consents and/or notices are in place to enable lawful processing by TeamsFox of the personal data for the purposes of undertaking the Processor Activities.
8.2 Customer may only process the personal data contained in the Licensed Materials in accordance with the Principles of the GDPR (Article 5) and for B2B marketing purposes. At a minimum, the Customer shall specify in its fair processing notice that TeamsFox is a source of personal data.
8.3 Customer shall be solely responsible for compliance with the EU Privacy and Electronic Communications Directive 2002/58/EC, any anti-spam laws and the UK Privacy and Electronic Communications (EC Directive) Regulations 2003 (each as amended, replaced or superseded from time to time) including national laws implementing such EC Directive.
8.4 Each Party shall be responsible for its compliance with applicable data privacy laws when processing the personal data under this Agreement.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER AGREES THAT TEAMSFOX HAS MADE NO EXPRESS WARRANTIES REGARDING THE LICENSED MATERIALS OR SERVICES. SERVICES, AND LICENSED MATERIALS ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. TEAMSFOX AND ITS LICENSORS, AGENTS, OFFICERS, AND AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, AND LICENSED MATERIALS WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NONINFRINGEMENT OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. IT IS CUSTOMER’S RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT PROVIDED TO CUSTOMER HEREUNDER. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, AND RELIABILITY OF CUSTOMER DATA AND CONTENT.
9.2 Nothing in this Agreement excludes the liability of TeamsFox:
9.2.1 For death or personal injury caused by TeamsFox’s negligence;
9.2.2 For fraud or fraudulent misrepresentation;
or
9.2.3 Any statutory liability not capable of limitation.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TeamsFox OR ITS LICENSORS, AGENTS, OFFICERS, OR AFFILIATES BE LIABLE FOR LOSS OF DATA, LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE SERVICES, OR THE LICENSED MATERIALS,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF TEAMSFOX OR ITS LICENSORS, AGENTS, OFFICERS, OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TEAMSFOX’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED 2XTHE FEES PAID BY CUSTOMER FOR THE LICENSED MATERIALS AND THE SERVICES WITHIN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS OR, IF THE
AGREEMENT HAS BEEN IN FORCE FOR LESS THAN TWELVE (12) MONTHS AT THE POINT OF THE BREACH, THEN THE CONTRACTUAL VALUE FOR A TWELVE (12) MONTH PERIOD.
11.1 GENERAL: Subject to Clauses 11.3 and 12.5, the Parties hereby agree that any and all disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the London Court of International Arbitration (LCIA) for arbitration in accordance with its Rules1 which are deemed to be incorporated by reference into this clause and that any award, decision or determination of the LCIA shall be final and binding upon the Parties.
11.2 Either Party may commence proceedings under the LCIA Rules by making a written request for arbitration in accordance with Article 1 of the Rules.
11.3 In the event of a failure by the Customer to pay the Subscription Fee (or any part thereof) (“Overdue Payment”) TeamsFox shall be entitled to seek to recover the Overdue Payment by any means available to it under the laws of England and Wales.
11.4 ARBITRATORS: The number of arbitrators shall be one.
11.5 VENUE: The seat, or legal place, of arbitration shall be London.
11.6 LANGUAGE: The language to be used in the arbitral proceedings shall be English.
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12.1 This Agreement shall be governed by, and construed in accordance with, the laws England and Wales.
12.2 All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address set forth on the Order Form for such purpose and shall be deemed provided when sent. In the event that Customer fails to or does not provide an email address for notices, TeamsFox may provide notices hereunder by any means reasonably calculated to provide Customer with actual notice thereof.
12.3 No rights or duties under this Agreement may be assigned or delegated, without the prior written consent of the other Party, not to be unreasonably withheld. Either Party may assign this Agreement, without the other Party’s consent but with prior written notice to the other Party, as part of a merger or sale of the assigning Party, or all of or substantially all of such Party’s assets. Any assignment or delegation in contravention of this Clause 12.4 shall be deemed void.
12.4 The Parties acknowledge that the unauthorized disclosure of Confidential Information or Licensed Materials may cause irreparable harm for which there is no adequate remedy at law and that each Party shall be entitled to seek equitable and injunctive relief from the Courts of England and Wales to prevent further disclosure without the need to post bond or other security interest, in addition to monetary damages and any other such relief as a court may determine appropriate. Unless expressly stated herein, no remedy of the Parties is intended to be, nor shall be construed as, an exclusive remedy and each Party retains all additional rights and remedies that it may have at law or in equity.
12.5 This Agreement constitutes the entire understanding of the Parties and supersedes all prior communications, understandings, and agreements relating to the subject matter of this Agreement, whether oral or written.
12.6 TeamsFox may revise and amend the Annex Documents to this Agreement by notice from time to time to reflect changes in the options available in relation to the Services and changes in relevant laws and regulatory requirements.
12.7 Subject to Clause 12.7 TeamsFox may change the terms of the Agreement on 14 days’ notice to the Customer. Customer may object to the change in writing within the 14-day notice period. If the Customer does object, then both Parties will work to reach a mutually agreed solution.
12.8 Neither TeamsFox nor any of its licensors, agents, officers, or affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labour disputes or other industrial disturbances, internet outages, electrical or power outages, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government or World Health Organization rule, decision, regulation, guidance, recommendation or direction, fire, flood, storm, infections or diseases, acts of terrorism, or war.
12.9 Each Party may refer to the other Party as its customer or supplier (as applicable) on its websites, in its marketing materials and in negotiations with third Parties, unless notified otherwise by the other Party.
12.10 This Agreement does not confer any rights on any person or Party other than the Parties to this Agreement.
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