Social Sync provides an online subscription platform (our “Site“) to allow charities and nonprofits to create and manage digital fundraising campaigns from a single dashboard. The provision of the Site, together with the insights, analytics and other features we make available through the Site, are referred to as our “Services“.
- General Terms: These contain the core legal and commercial terms that apply to your use of our products and services, including how we process your personal data.
- Subscription Process: the information collected from you when you create an account and select a subscription from the options available, including the subscription term, subscription fees, number of transactions purchased.
It is important that you read the Contract carefully as by using the Services, or by signing up for an account, you’re agreeing to comply with the Contract and a legal agreement will be created between us.
We will update the Contract from time to time. If you have an active subscription for services, we will let you know when these terms have been updated by sending you an email notification.
- The definitions in this clause apply in this Contract.
Additional Bundle: an add-on bundle available for purchase by the Client which allows them a set number of additional transactions which can be purchased in accordance with clause 5.
Additional Bundle Fees: the amount the Client pays for any Additional Bundle they purchase in accordance with clause 6.4 and as detailed at the Additional Bundle Pricelist.
Additional Bundle Pricelist: the price list showing the Additional Bundles available for purchase, and the associated cost of each, accessible at https://socialsync.io/ as updated from time to time.
Authorised Users: 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 2.2(d). Any limits to the number of Authorised Users will be outlined in your Subscription Process.
Business Day: a day other than a Saturday, Sunday in England when banks in London are open for business.
Client: the organisation, charity, or other entity using the Services and identified in the application account record, billing statement, online subscription process, or Subscription Process.
Client Data: the data inputted by the Client, Authorised Users, or Social Sync on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.
Confidential Information: the existence and terms of the Contract; all confidential or proprietary information relating to the business, affairs, clients, customers, suppliers, intentions, personal characteristics of any employees or directors or market opportunities of the other party and any other information that is identified or inherently confidential or proprietary in nature but is not in generally available to the public or was made available to the receiving party by someone not bound by any confidentiality obligation in respect of such information.
Documentation: the document made available to the Client by Social Sync online via socialsync.io or such other web address notified by Social Sync to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
Free Services: the Services or other products or features made available by Social Sync to the Client on an unpaid or free basis, excluding when Paid Services or products are provided on a Free Trial.
Free Trial: a period of time (the Trial Period) during which Social Sync agrees to provide access to Paid Services for no charge.
Initial Subscription Term: the period of 12 months from the Start Date.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 8.00am to 10.00pm local UK time, each Business Day.
Subscription Process: means the Social Sync online subscription process, or Social Sync issued order form ,by which the Client agreed to purchase Services.
Paid Services: means the Services or other products features made available by Social Sync and paid for by the Client as detailed in the Subscription Process.
Personal Data Breach: means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
Renewal Period: the period described in clause 17.1.
Services: the subscription services provided by Social Sync to the Client under this Contract via socialsync.io or any other website notified to the Client by Social Sync from time to time, as more particularly described in the Documentation, including the Free Subscriptions and Paid Subscriptions.
Software: the online software applications provided by Social Sync as part of the Services.
Start Date: the start date set out in the Subscription Process.
Subscription Fees: the amount you pay for the Services, as detailed in your Subscription Process.
Subscription Plan: means one of Social Sync’s subscription plans offered over different tiers from time to time (Tiers) which offer different pricing and feature options, and have varying Transaction Limits, Subscription Fees and number of Authorised Users.
Subscription Term: has the meaning given in clause 17.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: Social Sync’s policy for providing support in relation to the Services as made available at socialsync.io or such other website address as may be notified to the Client from time to time.
Subscriptions: the subscriptions purchased by the Client pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Contract.
Transaction Limit: the transaction usage limit for the Services, as defined in the Subscription Process.
Email Limit: the email usage limit for the Services, as defined in the Subscription Process.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written includes email.
- Subject to the Client complying with the restrictions set out in this clause 2 and the other terms and conditions of this Contract, Social Sync hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit the Authorised Users to use the Services as detailed in the Subscription Process and the Documentation, up to the Transaction Limit, during the Subscription Term solely for the Client’s internal business operations.
- In relation to the Authorised Users, the Client undertakes that:
- no Authorised Users will be permitted to use personal email addresses or email addresses not otherwise affiliated with the Client for the purposes of accessing the Services and all Authorised Users will use email addresses with the Client’s email domain for the purposes of access to the Services;
- it will not provide, permit or facilitate access to the Services to any third party who is not an approved Authorised User;
- each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed frequently and that each Authorised User shall keep their password confidential;
- it shall maintain a written, up to date list of current Authorised Users and provide such list to Social Sync within 5 Business Days of Social Sync’s written request at any time or times;
- it shall permit Social Sync or Social Sync’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Client’s data processing facilities to audit compliance with this Contract. Each such audit may be conducted no more than once per quarter, at Social Sync’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business; and
- if any of the audits referred to in clause (e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Social Sync’s other rights, the Client shall promptly disable such passwords and Social Sync shall not issue any new passwords to any such individual.
- 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
- is otherwise illegal or causes damage or injury to any person or property;
and Social Sync reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
- The Client acknowledges and agrees that the Client and/or its licensors own all Intellectual Property Rights in the Client Data, the Client holds the appropriate consents to utilise the Client Data during the Services.
- 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 Contract:
- 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 de-compile, 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 otherwise permit third parties to benefit from the services; or
- licence, 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; or
- introduce or permit the introduction of any Virus or Vulnerability into Social Sync’s network and information systems.
- 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 Social Sync.
- The rights provided under this Contract are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
- Subscription Plan
- On account creation, the Client shall select their preferred Subscription Plan and Tier during the order process. The chosen Subscription Plan and Tier shall be detailed on the Subscription Process, together with detail of all Services and Limits applicable.
- If your Subscription Plan is for Free Services:
- Social Sync may change the Limits that apply to your use of the Free Services at any time in our sole discretion, regardless of whether these Free Services are used in conjunction with other Paid Services for which you pay Social Sync a Subscription Fee; and
- Social Sync may make changes to the Free Services that materially reduce or impact the functionality provided to you during the Subscription Term.
- If you are receiving a Free Trial:
- Social Sync may offer a Client a Free Trial. The Free Trial shall continue until the earlier of: (i) the end of the Trial Period (unless terminated earlier by the Client); (ii) the start of any Paid Services ordered by the Client; and (iii) termination by Social Sync in their sole discretion.
- Upgrading your Subscription Plan
- Subject to clauses 4.2 and 4.3, the Client may request to upgrade their Subscription Plan or Tier at any time.
- A request to upgrade a Subscription Plan can be made via the Client account settings accessible on the Social Sync platform or by contacting Social Sync directly at [address].
- If the Client upgrades the Subscription Plan and Social Mind approves such upgrade, the Client shall, within 30 days of the date of Social Sync’s invoice, pay to Social Sync the relevant fees for such upgraded Subscription Plan and, if such Subscription Plan is upgraded by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Social Sync for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
- Downgrading your Subscription Plan
- A Client may request to downgrade their Subscription Plan or Tier at any time via the Client account settings accessible on the Social Sync platform or by contacting Social Sync directly at [address]. Any downgrade shall be applied on the first day of the subsequent Renewal Term following the downgrade request, and the Subscription Fees shall be adjusted from that date.
- Exceeding the Transaction Limit
- Social Sync shall use its endeavour to inform the Client through the system and by email when it has used more than 70% of its Transaction Limit, or at any time where in Social Sync’s reasonable opinion the Client is likely to exceed its Transaction Limit.
- If the Subscription Plan or Tier limits are met, then the Client may be restricted from performing certain functions within the Site and certain features may be disabled. If the Client reaches the Limit and wishes to regain functionality of the Services, the Client can:
- request to upgrade their Subscription Plan or Tier in accordance with clause 4; or
- purchase an Additional Bundle, in accordance with this clause 6.
- The Client can purchase an Additional Bundle via the Client account settings accessible on the Social Sync platform or by contacting Social Sync directly at Moorgate House, Clifton Moor Gate, York, England, YO30 4WY. On receipt of each Additional Bundle purchase request, Social Mind shall:
- if the request is made on the Social Sync platform, request payment for the Additional Bundle Fees the Client via their nominated bank account or valid payment card, and the Client shall make payment for the Additional Bundle Fees immediately; or
- if the request is made to the Social Sync team, invoice the Client for the Additional Bundle Fees, and the Client shall, within 30 days of the date of Social Sync’s invoice, pay to Social Sync the relevant fees for such Additional Bundle.
- Social Sync shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this Contract.
- Social Sync shall use commercially reasonable endeavours to make the Paid Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that Social Sync has used reasonable endeavours to give the Client at least 3 Business Days’ notice in advance.
- Social Sync provides no guarantee as to the availability of the Free Services and may suspend or limit the free Services any time without notice.
- Social Sync will, as part of the Paid Services and at no additional cost to the Client, provide the Client with Social Sync’s standard customer support services during Normal Business Hours in accordance with Social Sync’s Support Services Policy in effect at the time that the Services are provided. Social Sync may amend the Support Services Policy in its sole and absolute discretion from time to time. The Client may purchase enhanced support services separately at Social Sync’s then current rates.
- Third party providers
- Social Sync’s obligations
- Social Sync undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care, to a high professional standard.
- The undertaking at 9.1 shall not apply to Free Services, or any Paid Services if the extent of any non-conformance which is caused by use of the Services contrary to Social Sync’s instructions, or modification or alteration of the Services by any party other than Social Sync or Social Sync’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Social Sync 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.
- Social Sync:
- does not warrant that:
- the Client’s use of the Services will be uninterrupted or error-free; or
- that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements; or
- the Software or the Services will be free from Vulnerabilities or Viruses;
- 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 facilities.
- This Contract shall not prevent Social Sync 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 Contract.
- The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
- Social Sync shall follow its archiving procedures for Client Data as set out in its Back-Up Policy available at socialsync.io/policies or such other website address as may be notified to the Client from time to time (“Back-Up Policy”), as such document may be amended by Social Sync in its sole discretion from time to time. In the event of any loss or damage to Client Data, Social Sync shall restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Social Sync in accordance with the archiving procedure described in its Back-Up Policy. Social Sync shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except (a) if Social Sync is in breach of this Contract and/or has caused or contributed to the same and/or (b) those third parties sub-contracted by Social Sync to perform services related to Client Data maintenance and back-up for which it shall remain fully liable). The foregoing is without prejudice to Social Sync’s liability under clause 16.
- Without affecting its other obligations under this Contract, Social Sync shall comply with all applicable laws and regulations with respect to its activities under this Contract and shall carry out all its responsibilities set out in this Contract in a timely and efficient manner.
- Client’s obligations
- The Client shall:
- provide Social Sync with:
- all necessary cooperation in relation to this Contract; and
- all necessary access to such information as may be reasonably required by Social Sync;
in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
- without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;
- carry out all other Client responsibilities set out in this Contract 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, Social Sync 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 Contract and shall be responsible for any Authorised User’s breach of this Contract;
- ensure that its network and systems comply with the relevant specifications provided by Social Sync from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Social Sync’s data centres, 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.
- The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
- Fees and payment
- The Client shall pay the Subscription Fees and Additional Bundle Fees (if applicable) to Social Sync in accordance with this clause 11.
- In relation to Subscription Fees:
- Social Sync shall invoice the Client for amounts payable (including the Subscription Fees) as set out in the Subscription Process, and in accordance with the frequency specified in the Subscription Process.
- if the Client chooses to upgrade their Subscription Plan or Tier during the Initial Subscription Term or the Renewal Period (as the case may be), the Client shall be invoiced for such upgrade in accordance with clause 4.3;
- if the Client requests to downgrade their Subscription Plan or Tier during the Initial Subscription Term or the Renewal Period (as the case may be), the Subscription Fees shall be amended from the first day of the Renewal Period following the receipt of proper notice, in accordance with clause 5.1.
- In relation to Additional Bundle Fees:
- the Client shall be invoiced for such Additional Bundle in accordance with clause 6.4.
- If Social Sync has not received payment within 30 days after the due date of any invoice, and without prejudice to any other rights and remedies of Social Sync:
- Social Sync may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and Social Sync shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- Social Sync will be entitled to charge interest to the Client on the overdue amount at the rate of 5% per cent per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Client shall pay the interest together with the overdue amount.
- Social Sync shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 90 days’ prior notice to the Client. Social Sync shall be entitled to increase the Additional Bundle Fees at any time, by updating the Additional Bundle Pricelist from time to time.
- All amounts and fees stated or referred to in this agreement or any Order Process:
- shall be payable in pounds sterling; and
- are exclusive of value added tax, which shall be added to Social Sync’s invoice(s) at the appropriate rate.
- Proprietary rights
- The Client acknowledges and agrees that Social Sync and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
- Social Sync confirms that it has all the rights in relation to 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 Contract.
- All Intellectual Property Rights in the Client Data shall be owned by the Client. The Client hereby grants to Social Sync a non-exclusive, perpetual, and irrevocable, worldwide right to:
- access, use, and modify the Client Data for the purpose of delivering the Services; and
- anonymise and aggregate the Client Data to allow analysis and improvement of the Services and the Software and the development of new products and services.
- Data Protection
- Both parties will comply with all applicable requirements of the Data Protection Legislation (as defined in s3(9) of the Data Protection Act 2018. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. For the purposes of the Contract Personal Data, Controller and Processor mean as defined in s3(2) and s3(6) of the Data Protection Act 2018.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Social Sync is the Processor for the purposes of the Contract.
- The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal data to Social Sync for the duration and purposes of the Contract.
- Social Sync shall, in relation to any Personal Data processed in connection with the performance by Social Sync of its obligations under the Contract:
- process that Personal Data only on the documented instructions of the Client unless Social Sync is required by Data Protection Legislation to otherwise process that Personal Data;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
- reasonably assist the Client, at the Client’s expense, with meeting the Client’s compliance obligations under the Data Protection Legislation over and above the obligations already laid out in this agreement, taking into account the nature of Social Sync’s processing and the information available to Social Sync, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Information Commissioner under the Data Protection Legislation;
- other than those subcontractors set out in Appendix 1, not authorise a third party (subcontractor) to process personal data without the prior written permission of the Client. If such permission is granted, Social Sync shall: (i) impose substantially the same data processing obligations as are set out in this clause; and (ii) remain fully liable for the acts of that sub-processor;
- maintain a complete and accurate written record of all categories of processing activities carried out on behalf of the Client and make available to the Client and its advisors at the Client’s expense all information reasonably necessary to demonstrate Social Sync’s compliance with its obligations under this clause and allow the Client and its advisors to audit and inspect Social Sync’s compliance and the compliance of Social Sync’s agents and subcontractors with the provisions of this clause 13.4;
- not transfer any personal data outside the UK or a country or territory in respect of which there is a valid finding of adequacy under Data Protection Legislation unless the prior written consent of the Client has been obtained;
- not use Personal Data for any purposes other than the performance of the Contract;
- not disclose Personal Data to any third party, except to Social Sync’s employees and agents as necessary for the performance of the Contract provided that, prior such disclosure the relevant Social Sync employee and/or agent (as the case may be) have entered into confidentiality undertakings no less onerous than those contained in this clause 13.4and clause 21;
- keep confidential and secure Personal Data with the same standard of care that is used with Social Sync Confidential Information, but in no event less than reasonable care; and
- upon termination or expiry of the Contract, or at any time upon the request (whichever is the earliest), return, delete or destroy all Personal Data then in its possession or under its control, including without limitation all originals and copies of such Personal Data. Social Sync shall where requested by the Client certify compliance with this requirement by written notice to the Client received no later than thirty (30) days following such return, deletion or destruction of all Personal Data. Social Mind will use destruction methods that meet or exceed current industry standards, to the Client’s reasonable satisfaction. Unless otherwise agreed in writing with the Client, Social Mind shall return to the Client any physical assets owned or otherwise provided by the Client;
- Social Sync shall retain Personal Data only for as long as specified in the Agreement or as otherwise necessary to satisfy the purposes for which it was provided to Social Sync, except only to the extent longer retention is required by Data Protection Legislation.
- The Processor shall notify the Controller immediately if it becomes aware of any form of Personal Data Breach, including any unauthorised or unlawful processing, loss of, unintended damage to, or destruction of any of the Personal Data.
- Use of Client name and logo
- Unless the Client otherwise notifies Social Sync in writing, the Client hereby grants to Social Sync:
- a fully paid-up, royalty-free, worldwide, transferable licence to use the Client’s name and logo to identify the Client as a Social Sync customer on Social Sync websites or in other sales or marketing materials, provided that all such use shall be (i) in the manner from time to time expressly approved in writing by the Client and (ii) in accordance with the Client’s brand guidelines from time to time notified in writing by the Client to Social Sync. This licence shall terminate immediately on the termination of the Contract; and
- a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to request and incorporate any feedback, suggestions, recommendations, enhancement requests about the Services that the Customer may provide to Social Sync.
- The Client shall indemnify Social Sync against direct loss and reasonable legal fees arising directly out of the Client’s use of the Services and/or Documentation in breach of this Contract, or breach of clause 2.4, provided that:
- the Client is given prompt notice of any such claim;
- Social Sync 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 claim.
- Social Sync shall defend the Client, its officers, directors and employees against any claim that the Client’s use of the Paid Services or Documentation in accordance with this Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgement or settlement of such claims, provided that:
- Social Sync is given prompt notice of any such claim;
- the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Social Sync in the defence and settlement of such claim, at the Supplier’s expense; and
- the Supplier is given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, Social Sync may procure the right for the Client to continue using the Services, replace or modify the Paid Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days’ notice to the Client without prejudice to any other right or remedy of the Client. If Social Sync terminates under this clause then it shall refund to the Client any amount paid in respect of any period after termination.
- In no event shall Social Sync, its employees, agents and subcontractors 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 Social Sync or approved by Social Sync; or
- the Client’s use of the Services or Documentation in a manner contrary to the instructions given to the Client by Social Sync; or
- the Client’s use of the Services or Documentation after notice of the alleged or actual infringement from Social Sync or any appropriate authority; or
- the Client’s use of the Free Services.
- The foregoing state the Client’s sole and exclusive rights and remedies, and Social Sync’s (including Social Sync’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- Limitation of liability
- Except as expressly and specifically provided in this Contract:
- 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. Social Sync shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Social Sync by the Client in connection with the Services, or any actions taken by Social Sync 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 Contract; and
- the Services and the Documentation are provided to the Client on an “as is” basis.
- Nothing in this Contract excludes the liability of either party:
- for death or personal injury caused by negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to 16.1and 16.2:
- Social Sync 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 Contract; and
- Social Sync’s total aggregate liability in contract (including in respect of the indemnity at 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited:
- in respect of any Contract for the provision of Free Services, to one hundred pounds Sterling (£100;
- in respect of any liability arising during any Free Trial, to two thousand pounds Sterling (£2,000);l and
- otherwise, to one hundred per cent (100%) of the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
- Nothing in this Contract excludes the liability of the Client for any breach, infringement or misappropriation of Social Sync’s Intellectual Property Rights.
- Subject to 16.1and 16.2:
- the Client 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 Contract; and
- the Client’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 Contract (including pursuant to clause 15.1) shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose, provided that this limitation shall not apply to Free Services.
- Nothing in this Contract excludes the liability of Social Sync for any breach, infringement or misappropriation of the Client’s Intellectual Property Rights.
- Term and termination
- The provisions of this Contract shall continue for the Initial Subscription Term and thereafter this Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
- either party notifies the other party of termination, in writing, before the end of the Initial Subscription Term or Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or then current Renewal Period;
- otherwise terminated in accordance with the provisions of this Contract,
- and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
- Social Sync may terminate the Contract with immediate effect by giving written notice to the Client if: a) in the reasonable opinion of Social Sync the actions of the Client has the potential to bring Social Sync into disrepute; b) the Client fails to pay any amount due within 30 days of the due date; c) there is a change of control or ownership of the Client; d) the Client is in material breach of the Contract and where that breach is capable of remedy does not so remedy it within 10 Business Days of notice to do so; e) Social Sync reasonably suspects that the Client is unable to pay its debts as they fall due or is otherwise experiencing financial difficulties or has or is likely to be subject to an insolvency event; or f) the Client receives Free Services and there has been no account activity for 3 months.
- Social Sync may suspend provision of any and all Services if Social Sync reasonably suspects that the Client is about to become or the Client becomes subject to any of the events listed in clause 17.4or fails to pay any amount due within 30 days of the due date.
- Either party may terminate the Contract with immediate effect by giving written notice to the other party if: a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
- The Client may terminate the Contract with immediate effect by giving written notice to Social Sync if .
- Consequences of Termination
- On termination or expiry of this Contract for any reason:
- all licences granted under this Contract (including pursuant to clause 14) shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
- each party shall return and make no further use of any equipment, property, Documentation, Confidential Information and other items (and all copies of them) belonging to the other party;
- Social Sync may destroy or otherwise dispose of any Client Data in its possession unless Social Sync receives, no later than 30 days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the ten most recent back-up of Client Data. The Supplier shall use reason 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).
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination shall not be affected or prejudiced; and
- the following clauses shall continue in force: clause 1 (Interpretation), clause 11(Fees and Payment), clause 12 (Rights), clause13 (data protection, in relation to the consequences of termination), clause 15 (indemnity), clause 16 (Limitation of Liability), clause 18 (Consequences of Termination), clause 21to 30 (inclusive);
- Social Sync shall refund to the Client all amounts paid by the Client that relate to any period after termination, including any amounts paid in advance and the Subscription Fees;
- the Client shall not in any event be liable to pay any amount in respect of any period after termination.
- Force Majeure
- Provided it has complied with clause 19.3, if a party is hindered or delayed in or from performing any of its obligations under the Contract (Affected Party) where such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event) then the Affected Party will not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract.
- A Force Majeure Event includes, but is not limited to, acts of God, flood, drought, earthquake or other natural disaster, power failure, internet service provider failure, industrial action, civil unrest, acts of terrorism, acts of war, epidemic, pandemic (not including reasonably foreseeable events relating to the COVID-19 pandemic) and governmental action.
- The Affected Party shall:
- as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
- use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
- Assignment And Other Dealings
- Social Sync shall not assign, transfer or deal in any other manner with any or all of its rights or obligations under the Contract, provide that it may subcontract in any manner any or all of its obligations under the Contract to any third party or agent provided further that Social Sync shall remain fully liable to perform all such obligations under the Contract and shall be liable for all acts and omissions of any such subcontractor as if they were the acts or omissions of Social Sync.
- The Client shall not assign, transfer or deal in any other manner with any or all of its rights or obligations under the Contract.
- Each party undertakes that it shall not at any time disclose to any person any Confidential Information except as permitted by clause 21.2.
- Each party may disclose the other party’s Confidential Information: a) to the minimum extent required: to its employees, officers, representatives, subcontractors or advisers; and b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations and exercise its rights under the Contract.
- Entire Agreement
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
- If sent by email, it shall be deemed received only once receipt has been formally acknowledged by return email or in writing.
- No Partnership or Agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- Third Parties
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
- Governing Law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England.
Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
Appendix 1 Approved Subcontractors
We use Loqate to verify and validate contact information. Loqate is owned by GB Group plc (‘GBG’). GBG are a global specialist in identity data intelligence for some of the largest organisations in the world and, as part of their commitment to cyber security, have been certified to ISO 27001:2013 standard. More info available here: https://www.loqate.com/en-gb/privacy/
This is not an essential part of the service delivery however if transfer outside the EU is of particular concern.
(including subsidiary Sendgrid)
We use Twilio to send stewardship and marketing SMS, WhatsApp messages and emails (via Sendgrid) on our client’s behalf. We also use Twilio to purchase local and/or toll free phone numbers to use for SMS and WhatsApp stewardship. Twilio stores all data in the United States and more details on their approach to privacy and data security can be found here: https://www.twilio.com/en-us/trust-center and https://sendgrid.com/policies/security/ . They are ISO 27001 and SOC 2, type I and II certified.
This is not an essential part of the service delivery however if transfer outside the EU is of particular concern.
Social Workshop Ltd (registered number 13500749) trading as Social Sync whose registered office is Moorgate House, Clifton Moorgate, York, YO30 4WY