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These terms and conditions apply to all websites and booking systems designed and developed by Bouncy Castle Network or Booking Online Ltd for any client. Please read these terms and conditions carefully. If a client accepts a website or booking system they will be deemed to have agreed to these terms and conditions in full. If you have any questions, please get in touch! Contact Bouncy Castle Network on (+1) 786 522 0399 or by emailing help@bouncycastlenetwork.co.uk.
For non-UK customers any payments including, but not limited to, upgrades and account arrears will be charged in your local currency (where offered) and converted using an applicable market rate of exchange as set by us.
These are the terms of service (the “Terms”) of Booking Online USA LLC with its registered principal address at 4600 140th Ave N, Suite 180, Clearwater, FL 33762 (the “Supplier”).
The Customer agrees to contract on the basis of these Terms and in doing so agrees that, subject to Section 18 hereof, they prevail over any other terms which the Customer may seek to impose or introduce, including (without limitation) any terms set out in or relating to any purchase order, acceptance or acknowledgement issued by the Customer.
Any person acting on behalf of the Customer represents and warrants that they have the legal right and authority to bind the Customer to these Terms and the terms of the Agreement. The Customer has evaluated the Services, the Platform and the Software and satisfied itself as to their suitability and confirms that it has not relied on any representation or statement other than as set out in the Agreement.
1.1 The following definitions and rules of interpretation apply:
Aggregated Statistics: means data and information related to the Customer’s use of the Services that is used by the Supplier in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
Agreement: means the agreement between the Customer and the Supplier comprising: (i) these Terms, (ii) the Order, and (ii) any documents specifically referred to or incorporated into these Terms.
Applicable Period: means the relevant period of the Agreement, whether it be the Initial Term or a Renewal Period, during which an event or events occur(s).
Background IPR: means any Intellectual Property Rights owned or licensed by the Supplier prior to this Agreement or any developed or acquired during the Term independently of this Agreement, including the Supplier Marks and any Website templates and designs. For the avoidance of doubt, the Background IPR does not include any Customer Content.
Bespoke Branding: means any logos or branding the Supplier creates for the Customer pursuant to the Services.
Business Day: means a day other than a Saturday, Sunday or any day in which banks are authorized or required to be closed on banking holidays such as those listed here https://www.gov.uk/bank-holidays
Confidential Information: has the meaning ascribed thereto in Section 12.
Consultancy Services: means those consultancy services (if any) which the Supplier agrees to provide to the Customer pursuant to an Order.
Consultancy Services Fees: means any fees payable in respect of the Consultancy Services.
Customer: the customer identified in the Order.
Customer Content: means any and all materials and information, including content, text, data (including Customer Data), images, designs, graphics, documents, materials, know-how, ideas, methodologies, specifications, software, or other work product and technology, in any form or media, directly or indirectly provided or made available to Supplier by or on behalf of Customer in connection with this Agreement, the Services or the Platform, whether or not the same: (a) are owned by Customer, a Third Party, or in the public domain; or (b) qualify for or are protected by any Intellectual Property Rights.
Customer Data: means, other than Aggregated Statistics and Feedback, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Customer through the Services, including any User Contributions. The collection of any Customer Data is subject to the Privacy Policy.
Data Protection Laws: means all laws, rules, regulations, decrees or other enactments, orders, mandates or resolutions relating to privacy, data security, and /or data protection, as amended.
Effective Date: means the date from which the Agreement commences, as set out in the Order.
Feedback: means any communications or materials sent or transmitted by the Customer or its Representatives to the Supplier by mail, email, telephone, or otherwise, suggesting or recommending changes to the Supplier IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.
Fees: means the fees payable for the Services, as set out in the Order, and any other fees payable under the Agreement.
Initial Term: means the initial term of the Agreement, as set out in the Order.
Intellectual Property Rights: means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under any any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, including but not limited to copyright and related rights, trademarks, service marks, trade names and domain names, rights under licenses, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in Confidential Information (including without limitation know-how and trade secrets).
Normal Business Hours: means [04.00am - 4.00pm Eastern Standard Time, and 9.00am – 9.00pm GMT), each Business Day.
Order: means the Supplier order form which accompanies these Terms.
Package: means the Premium Package, as further described on the Platform.
Payment Terms: means the terms applying to invoicing and/or payment, as set out in the Order or otherwise agreed in writing.
Platform: the Supplier’s website platform and/or booking platform, details of which are available at www.bouncycastlenetwork.com.
Privacy Policy: means the privacy policy of the Supplier, which is available at:
Representatives: means a party’s affiliates and the employees, officers, directors, consultants, legal advisors, agents and other representatives of a party and its affiliates.
Services: means the Subscription Services and, if applicable, the Consultancy Services, as described in the Order.
Service Start Date: means the date that provision of the Services commences, as stated in the Order.
Software: the software applications provided by the Supplier as part of the Services, including those relating to the Platform.
Subscription Fees: means the fees payable for the Subscription Services.
Supplier Marks: means the Supplier’s and its affiliates names, trade names, trademarks, service marks, logos, and slogans, including without limitation, ‘Booking Online,’ ‘Bouncy Castle Network (BCN),’ ’Member of Booking Online’ and their respective logos.
Subscription Services: means the subscription services to be provided by the Supplier, as described in the Order.
Supplier IP: means the Services, the Documentation, the Software, the Platform, the Background IPR, the Supplier Marks, Work Product, Feedback, Aggregated Statistics, User Contributions and any and all intellectual property provided to the Customer or its Representatives in connection with the foregoing or this Agreement. For the avoidance of doubt, Supplier IP includes any information, data, or other content derived from the Supplier’s monitoring of the Customer’s access to or use of the Services, including without limitation Feedback and Aggregated Statistics, but does not include Customer Content.
Technical Support: means either (i) support via email and/or online chat, or (ii) support via email, online chat and/or telephone support, as applicable to the Package, and as Supplier may change from time to time in its sole discretion.
Term: means the Initial Term together with any subsequent Renewal Periods.
Third Party: means any party other than the Customer or Supplier.
Third Party Content: means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any party other than Customer or Supplier owns any Intellectual Property Right.
User Contributions: means, collectively, any information to be published or displayed on public areas of the Software, Websites, or other areas of the Services, or transmitted to other users of the Services or Third Parties, including but not limited to messages, text, recordings, photographs, and other content or media.
Virus: means any thing or device (including any software, code, file or program) which may: (i) 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 program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or (ii) adversely affect the user experience the operation of any computer software or hardware, including worms, trojan horses, viruses, malware, ransomware, time-bombs, bots, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect user experience.
Website(s): means any website created or developed by the Supplier for the Customer pursuant to the Services.
Work Product: means all and any content, Website(s), domains (including email domains), deliverables, designs, software, data, documents, materials] or other work product which are developed, created or generated by the Supplier in connection with the Services and/or the provision of the Platform and/or Software, including but not limited to any relating to Website(s) or to templates for Website(s) but not the Bespoke Branding.
2.1 The Agreement shall commence on the Effective Date and shall continue for the Initial Term. Thereafter, the Agreement shall automatically renew for successive periods equal to the Initial Term (each a “Renewal Period”), unless:
(a) either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the Initial Term or Renewal Period, as applicable; or
(b) otherwise terminated in accordance with the provisions of the Agreement.
2.2 The Agreement supersedes all and any previous agreements in relation to the Services, including (without limitation) any non-disclosure agreements entered into by the parties in anticipation of the provision of the Services.
Subscription Services
3.1 In consideration of the Customer’s payment of Fees and compliance with the terms of the Agreement, the Supplier shall provide the Subscription Services as set forth in the Order. In consideration of the Customer complying with its obligations under this Agreement, including with respect to payment, the Supplier grants the Customer a revocable, nonexclusive, non-sublicensable, non-transferable royalty-free license to use the to use the Supplier IP, except for Feedback and Aggregated Statistics, for the Term and solely for the Customer’s internal business purposes. Except for the foregoing license or as set forth herein, the Customer has no other rights or license in or to the Supplier IP. The Customer acknowledges and agrees that such license must be used strictly in accordance with the terms of the Agreement.
3.2 The Supplier shall use commercially reasonable endeavours to provide the Subscription Services on a 24/7 basis, except for:
(a) scheduled maintenance, as notified by the Supplier; and
(b) unscheduled maintenance, provided that the Supplier has used reasonable endeavours to give the Customer reasonable notice in advance if possible.
3.3 The Supplier will, during Normal Business Hours, provide Technical Support applicable to the Subscription Services the Customer has elected to take, to be provided via the Supplier’s designated ticketing system unless otherwise agreed. Support tickets raised via the ticketing system will be acknowledged within one (1) Business Day of receipt with the aim of resolving issues within three (3) Business Days, it being accepted that complex issues or those requiring investigation or further information make take longer. No support obligations or levels apply to any non-standard support requests, which shall be subject to charges if they require the involvement of the Supplier’s development team. For the avoidance of doubt, Supplier support obligations apply only to the Subscription Services purchased by the Customer, and do not include or apply to the provision of additional feature(s) or functionality.
Consultancy Services
3.4 The Supplier will provide the Consultancy Services in a timely and professional manner, using reasonable endeavours to comply with any time schedules agreed in writing with the Customer. Any such times or dates shall be estimates only and time for performance by the Supplier shall not be of the essence.
3.5 If any Consultancy Services are cancelled or postponed by the Customer, or its representative, prior to commencement the following fees are payable:
(a) If notification is given five (5) or more Business Days before the scheduled Service start, there will be no cancellation charge.
(b) If notification is given more than one (1), but less than five (5) Business Days before the scheduled Service start, the cancellation charge will be fifty percent (50%) of the applicable Consultancy Services Fees.
(c) If notification is given one (1) Business Day or less before the scheduled Service start, the cancellation charge will be one hundred percent (100%) of the applicable Consultancy Services Fees.
Once the Consultancy Services have commenced, they may only be terminated in accordance with the Agreement.
Services Generally
3.6 The Supplier shall ensure that the personnel engaged in providing the Services will be suitably qualified and have the necessary levels of skill and expertise required to carry out any tasks for which they are responsible. The Supplier may make changes to personnel if needed and provide replacements of similar status and experience.
3.7 During the Agreement and for a period of [6] months thereafter neither party shall, without prior agreement from the other party, directly and/or indirectly entice or attempt to entice away from employment, employ, engage and/or otherwise use the services of any individual who was an employee or representative of the other party involved in the performance of the Services.
3.8 Any rights provided under this Section 3 are granted to the Customer only, and unless otherwise agreed in writing by the Supplier shall not be considered granted to any subsidiary or holding company of the Customer or any associated or affiliated company.
4.1 The Supplier reserves the right to make changes to the Services, including (without limitation) changes which are necessary to comply with applicable law or safety requirements or which do not materially adversely affect the nature or quality of the Services. The Customer acknowledges and accepts that the Supplier may make the said changes, if necessary without the need for notification, provided they do not materially adversely affect the Services.
4.2 Subject to clause 4.1, either party may request a change to the Services at any time during the term of the Agreement, including requests to modify, vary or upgrade the Services. Customer requests must be raised via the Supplier’s ticketing system and accompanied by such information as the Supplier may reasonably require in connection with the request. A change to the Services will be effective only when the change request is agreed by the parties. The parties agree to act promptly and in good faith with respect to change requests and shall not unreasonably delay or withhold consent to the same. Any request for a downgrade in the level of Subscription Services will be subject to a charge, details of which will be provided upon request.
5.1 Fees are payable in accordance with the Payment Terms. The Subscription Fees are a commitment for the entire Term and apply to only those aspects of the Customer Package which are expressly described in the Supplier’s documentation or on its website; anything else will be subject to further charge
5.2The Services are subject to an initial deposit, as specified in the Order. The Customer must pay through a monthly direct debit instruction, with payment dates on either the 1st or 15th of each month. The Customer shall pay via GoCardless, with the first payment commencing either on the date they provide payment card information or the following Business Day. Alternatively, payments can be made through annual invoices.
5.3 Administration charges apply in the event of late payment or non-payment and/or if any request is made to downgrade the Customer’s Services; details of which are available from the Supplier. The Customer must provide a minimum of thirty (30) days’ notice of any intended cancellation of a direct debit instruction.
5.4 All amounts and Fees:
(a) shall be payable in USD unless otherwise agreed;
(b) are non-cancellable and non-refundable;
(c) are payable in full, net of all charges, and without set-off, deduction or withholding; and
(d) are exclusive of value added tax or other local taxes, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
5.5 No refunds will be payable following the completion of (i) successful Customer domain name registrations and/or renewals, or (ii) the creation of additional email accounts.
5.6 The Supplier may increase Subscription Fees upon service of thirty (30) days’ notice prior to the expiry of the Initial Term or Renewal Period, as applicable.
6.1 The Supplier shall perform the Services with reasonable skill and care.
6.2 The undertaking at Section 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such nonconformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
6.3 The Supplier warrants that it has and will maintain all material licenses, consents, and permissions necessary for the performance of its obligations under the Agreement. The Supplier does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements.
7.1 The Customer shall:
(a) Promptly provide the Supplier with:
(i) all necessary co-operation in relation to the Agreement; and
(ii) such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information as the Supplier may reasonably require;
in order to provide the Services, including but not limited to Customer Content, security access information and configuration services, and ensure all information is complete, true and accurate in all material respects;
(b) appoint a representative, who shall have the authority contractually to bind the Customer on matters relating to the Services;
(c) make available such Customer staff and applicable sub-contractors or suppliers (if any) as may be required for the Supplier to provide the Services and ensure that they co-operate fully with the Supplier in all material respects;
(d) carry out all Customer responsibilities in a timely and efficient manner and promptly and consistently attend all scheduled calls;
(e) ensure that the Services are used in accordance with the Agreement (the Customer accepting responsibility for any breach of the Agreement);
(f) obtain and maintain all licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement;
(g) ensure that its network and systems comply with the relevant specifications or standards provided by the Supplier from time to time;
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
(i) comply with all applicable laws and regulations with respect to its activities under the Agreement.
7.2 The Customer acknowledges that the Supplier&rsquos ability to provide the Services depends on the Customer satisfactorily complying with the obligations stated in this Agreement and that should the Customer delay or fail to perform any such obligations then the Supplier will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure.
7.3 The Customer undertakes to
(a) use the Services, the Platform and the Website(s) only for lawful purposes and that it shall not, and shall not permit or enable others to, use the same in any way (i) that breaches any applicable local, national or international law or regulation, (ii) that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect, (iii) for the purpose of harming or attempting to harm anyone, including minors, or in any manner which will, or is likely to, infringe the personal rights of others, (iv) that will, or is likely to, infringe the copyright, trade mark, trade secret or other intellectual property rights of others; (v) in connection with any defamatory, indecent, obscene, offensive, threatening or abusive conduct or activity, (vi) for any immoral purposes; or (vii) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, ransomware, worms, time-bombs, bots, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or (viii) in any way that is inconsistent with these Terms, and
(b) carry out all dealings with the Supplier and its staff and officers in a reasonable and respectful way and not now or in future to make any negative, derogatory or damaging statements or comments, whether in writing, verbally, online or otherwise, about the Supplier, its business, staff, employees, officers, contractors, agents or otherwise.
7.4 Any breach of the undertakings in clause 7.3 above shall comprise an irremediable material breach of the Agreement, entitling the Supplier to immediately suspend and/or terminate the Agreement. For the avoidance of doubt, the undertaking at 7.3(b) shall survive expiry or termination of the Agreement.
7.5 The Customer 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 the Agreement,
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(c) translate, modify or create derivative works of the Platform or the Software or attempt to create a product which is visually or functionally similar to the Platform or the Software;
(d) access all or any of the Software or Platform in order to build a product or service which competes with those of the Supplier;
(e) use the Services to provide services to third parties, unless otherwise agreed in writing; or
(f) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Platform available to any third party, or
(g) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Platform, other than as provided under this clause 7.
7.6 The Customer shall indemnify and hold the Supplier harmless from and against any and all losses, damages or costs resulting from the Customer’s breach of the terms of the Agreement.
7.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify the Supplier.
8.1 The Customer is fully responsible for all and any (i) Customer Content, including its creation, updating and management, which the Customer controls via the administration facilities available on the Platform, and/or (ii) products or services provided by the Customer via the Website(s), including ensuring they meet all legal, regulatory and compliance requirements and that they do not infringe the rights of any Third Party, including without limitation Intellectual Property Rights. The Customer accepts full responsibility in those respects, including with respect to enforcement, dispute resolution, content removal or otherwise.
8.2 The Customer represents and warrants that (i) the Customer owns all right, title and interest in and to Customer Content, (ii) it has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Content, and/or (iii) it has all permissions, consents and other authorisations required for the use of Customer Content.
8.3 The Customer hereby grants the Supplier a non-exclusive, royalty-free, worldwide right and license to use and display the Customer Content, and any Bespoke Branding assigned pursuant to Section 9.2, and perform all acts with respect to the Customer Content and Bespoke Branding as may be necessary for the Supplier to provide the Services to the Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. With respect to any User Contributions, the Customer grants the Supplier a perpetual, nonexclusive, world-wide, irrevocable, royalty-free, unrestricted right (with the right to sublicense the right) to use, reproduce, transmit, excerpt, modify, publish, market, publicly display, publicly perform, create derivative works of, adapt, translate, transmit, host, cache, tag, encode, or distribute (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any message, file, data or other communication you post or submit on or through the Platform, Websites, or other areas of the Services.
8.4 THE SUPPLIER’S LIABILITY IN RELATION TO ANY DATA LOSS OR CORRUPTION OF CUSTOMER CONTENT WILL BE LIMITED TO THAT RESULTING FROM ITS FAILURE TO COMPLY WITH ANY CONTRACTUAL COMMITMENTS REGARDING DATA BACKUP, IF ANY, AND THE SUPPLIER DOES NOT OTHERWISE ACCEPT RESPONSIBILITY FOR DATA LOSS OR DAMAGE OF ANY KIND. The Customer acknowledges and agrees that it will provide the Supplier with only a copy of the Customer Content, the original version of which the Customer shall retain and be responsible for ensuring its security and backup.
8.5 THE SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION OR DISCLOSURE OF CUSTOMER CONTENT CAUSED BY ANY THIRD PARTY (EXCEPT THOSE THIRD PARTIES SUBCONTRACTED BY THE SUPPLIER TO PERFORM SERVICES RELATED TO CUSTOMER CONTENT MAINTENANCE AND BACK-UP).
8.6 The Customer accepts that the processing of electronic communications is a fundamental requirement for the provision of the Services and consents to the interception and storage of electronic communications and Customer Content in connection with the Services. The Customer accepts that electronic communications involve transmission over the Internet, and over other networks, which are outside the Supplier’s control and accepts the risks associated with the same, including risks of delays, failures and loss/damage, and potential access by unauthorised parties.
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Supplier IP. Except for the limited license set forth herein, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any Third Party any Intellectual Property Rights or other right, title, or interest in or to the Supplier IP, which must be used strictly in accordance with the terms of the Agreement. The Supplier reserves all rights not expressly granted to the Customer in this Agreement.
9.2 In further consideration of the Customer complying with its obligations under this Agreement, including with respect to payment, the Supplier shall assign to the Customer any rights created by the Customer in relation to Bespoke Branding pursuant to the Services.
9.3 Subject to any applicable confidentiality obligations, the Customer hereby acknowledges that the Supplier may use any knowledge or knowhow gained from working with the Customer under this Agreement (including Feedback provided by the Customer) including to enhance, update, upgrade, correct, add to or amend the Services, the Platform or the Software. Customer further agrees that, notwithstanding anything to the contrary in this Agreement, the Supplier may monitor the Customer’s use of the Services and collect and compile Aggregated Statistics. As between Supplier and the Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by the Supplier. The Customer acknowledges that the Supplier may compile Aggregated Statistics based on Customer Data input into the Services. The Customer agrees that the Supplier may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify the Customer or the Customer’s Confidential Information.
9.4 The Supplier Marks are owned by the Supplier and all rights therein are specifically reserved. Notwithstanding any Supplier Marks featured on the Website(s) as provided herein, use of any Supplier Marks by the Customer shall require the prior consent of the Supplier. The Customer agrees that the Supplier may use the Website(s) and the Customer Content for marketing and credentials purposes. The Customer hereby agrees that the ’Member of Booking Online’ logo or the ‘Booking Online’ logo will be featured on the Website.
10.1 All rights in or relating to the design and layout of Websites, including all rights in or relating to Website templates, shall belong to the Supplier. The Customer’s rights relating to Websites shall, unless otherwise agreed, be limited to those described in Sections 3.1 and 9.2 above. Websites must not be replicated or revised without the Supplier’s prior consent.
10.2 The Supplier will provide the Customer with initial website designs and layout following its acceptance of a corresponding Order. The Customer may make reasonable requests for amendments at this stage, save that the Customer accepts there are only limited ways in which Supplier templates may be edited. Once the Customer approves the design, the Supplier will develop the Website based on this initial design. Any requests for changes after approval of the initial design shall be subject to additional charges based on a time and materials basis and any requests for termination of the design process after approval of initial designs shall be chargeable on the same basis. By approving a website design, the Customer confirms it is satisfied with the design and that no refunds can be made in respect of it.
10.3 One business-class email inbox is provided for each Website, which includes an unlimited number of forwarder email addresses. Additional mailboxes or increases in mailbox capacity are subject to additional charges. The Supplier is not responsible for any mailboxes which the Customer sources from third party providers, such as Gmail or Hotmail, or for any problems or issues concerning those mailboxes, full responsibility for which rests with the Customer.
10.4 A single .com domain is provided with each Website. Additional .com domains or other top-level domains will be provided wherever available and shall be subject to additional charges. Payments made for domains are non-refundable but domains can be transferred at any time at the Customer’s request. No refunds or deductions are available should the Customer choose to provide their own domain(s).
10.5 ANY SUPPLIER ADVICE OR GUIDANCE RELATING TO DIGITAL MARKETING, SEARCH ENGINE OPTIMISATION (SEO) OR WEBSITE CONTENT IS PROVIDED ON THE BASIS THAT THERE ARE NO GUARANTEES OR PROMISES CONCERNING THE RESULTS OR LEVEL OF BUSINESS WHICH MAY BE ACHIEVED FROM SUCH ADVICE, GUIDANCE OR SUPPORT. THE CUSTOMER IS RESPONSIBLE FOR TAKING ANY AND ALL DECISIONS OR ACTIONS BASED ON ANY SUPPLIER ADVICE, AND FOR THE RESULTS OR OUTCOMES ACHIEVED.
10.6 All descriptions provided by the Supplier, including those on its website and any relating to the Package or Services, are exhaustive and anything not expressly included in those descriptions is not covered and may be subject to further or additional charge.
11.1 Any and all collection and use of Customer Data is subject to the Privacy Policy
11.2 The Supplier agrees to:
(a) take commercially reasonable technical and organisational measures against the unauthorised or unlawful handling or processing of the Customer Data and against accidental loss or destruction or damage, by:
(i) taking commercially reasonable efforts to ensure the reliability of any Supplier Representatives who have access to the Customer Data; and
(ii) ensuring a level of security appropriate to the harm that may result from such unauthorised or unlawful processing or accidental loss, destruction or damage and appropriate to the nature of the Customer Data;
(b) handle and maintain Customer Data only in accordance with the Privacy Policy; and
(c) provide to Customer such information regarding compliance with Sections 11.2(a) and 11.2(b) as it may from time to time reasonably require to enable Customer to comply with its obligations under applicable law.
11.3 The Supplier shall use commercially reasonable efforts to comply with all applicable Data Protection Laws as regarding Customer Data.
11.4 The Customer warrants and represents that (a) it has complied, and will at all relevant times comply, fully with all applicable laws in respect of the Customer Data, including Data Protection Laws, (b) it has proper authority to provide the Customer Data to the Supplier as contemplated under the Agreement, and (c) such access will not infringe the rights of any Third Party.
11.5 The Customer hereby consents to the Supplier transferring Customer Data to any country or territory outside the US (including any specified in the Order) as reasonably necessary for the provision of the Services, provided that the Supplier complies with the requirements of applicable Data Protection Laws regarding the same.
11.6 Customer hereby authorises the Supplier to subcontract its duties and obligations under this Section, subject to the Privacy Policy and applicable Data Protection Laws.
12.1 In connection with this Agreement, each party (the “Disclosing Party”) may disclose or make available Confidential Information to the other party (the “Receiving Party”). Subject to Section 12.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, Customer agrees that the details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
12.2 Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ non-compliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a Third Party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
12.3 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 12.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 12.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 12.3; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section 12.
12.4 The Receiving Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any Third Party that was not a result of a breach by the Receiving Party, provided that the Receiving Party shall be responsible for any breach of or non-compliance with this Section 12 by any of its Representatives.
12.5 If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 12.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 12.5, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
12.6 This Section 12 shall survive termination of the Agreement, however arising.
12.7 No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except in accordance with Section 12.5.
13.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase or acquire products or services from Third Parties, including Third Party Content and that it does so entirely at its own risk. The Supplier does not endorse or approve any Third Party Content, including any made available via the Services.
13.2 Websites enable Customers to manage online payments through a variety of payment platforms, including PayPal or WorldPay, details of which are available on the Supplier’s website (www.bouncycastlenetwork.com). That process is an arrangement exclusively between the Customer and the relevant platform provider, whereby money is paid directly into the Customer’s relevant account without any involvement or responsibility on the part of the Supplier. The Customer agrees not to use the Services, Platform or Website(s) to host sensitive data, such as credit or debit card details, and the Supplier reserves the right to automatically remove that data at its discretion.
14.1 THIS SECTION 14 SETS OUT THE ENTIRE FINANCIAL LIABILITY OF THE SUPPLIER (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, OFFICERS, AGENTS AND SUB-CONTRACTORS) TO THE CUSTOMER:
(a) ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT;
(b) IN RESPECT OF ANY USE MADE BY THE CUSTOMER OF THE SERVICES, THE PLATFORM AND/OR THE SOFTWARE OR ANY PART OF THEM; AND
(c) IN RESPECT OF ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT.
14.2 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THE AGREEMENT:
(a) THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS DRAWN FROM SUCH USE. THE SUPPLIER SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO THE SUPPLIER BY THE CUSTOMER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY THE SUPPLIER AT THE CUSTOMER’S DIRECTION;
(b) THE SUPPLIER DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE SERVICES EXCEPT AS SET FORTH HEREIN OR IN THE ORDER;
(c) THE SUPPLIER IP IS PROVIDED “AS IS” AND THE SUPPLIER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE;
(d) THE SUPPLIER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SUPPLIER MAKES NO WARRANTY OF ANY KIND THAT THE SUPPLIER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE;
(e) THE SUPPLIER’S RESPONSIBILITY WITH RESPECT TO VIRUS PROTECTION SHALL BE LIMITED TO USING REASONABLY UP TO DATE COMMERCIAL VIRUS CHECKING SOFTWARE AND THE CUSTOMER ACCEPTS THAT THE SUPPLIER SHALL HAVE NO FURTHER RESPONSIBILITY OR LIABILITY IN THAT RESPECT.
14.3 Nothing in the Agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other liability which may not be excluded or limited under applicable law.
14.4 SUBJECT TO SECTION 14.3:
(a) THE SUPPLIER SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR (I) 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, IN EACH CASE WHETHER DIRECT OR INDIRECT, OR (II) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THE AGREEMENT; AND
(b)TOTAL FEES PAID OR PAYABLE IN RESPECT OF THE APPLICABLE PERIOD IN WHICH THE EVENT OR EVENTS LEADING TO THE CLAIM AROSE IN NO EVENT WILL THE SUPPLIER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE SUPPLIER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE SUPPLIERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE IN THE APPLICABLE PERIOD IN WHICH THE EVENT OR EVENTS LEADING TO SUCH CLAIM AROSE. FOR THE AVOIDANCE OF DOUBT, COMPANY IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES OF OR DAMAGES TO CUSTOMER DATA RESULTING FROM THE NEGLIGENCE OF THE CUSTOMER OR ANY THIRD PARTY OR THE CUSTOMER’S FAILURE TO PROCURE, MAINTAIN OR SECURE ITS NETWORK, NETWORK CONNECTIONS, AND TELECOMMUNICATIONS LINKS.
15.1 Without prejudice to any other right, power or remedy and without liability, the Supplier reserves the right to limit or suspend the Services and access to the Platform and/or Website:
(a) if it is reasonably necessary to protect the interests of the Customer or the Supplier, or the interests of any Third Party (including other customers) and/or to protect the security or operation of the Supplier’s systems or network or those of its customers;
(b) if the Customer breaches any of the terms of the Agreement or the Supplier reasonably believes the Customer has breached or is about to breach;
(c) if the Customer fails to pay any Fees when due;
(d) if the Customer fails to cooperate regarding any suspected or actual breach of the terms of the Agreement; or
(e) if required to do so by law or further to a request from any regulatory or governmental authority.
15.2 The Supplier may suspend and/or deactivate access to the Platform and the Website in the event of late payment or non-payment. Customers will be billed up to the point of termination, even if access to the administration panel has been turned off as a result of non-payment.
15.3 The Supplier may also temporarily suspend all or any part of the Services for the purpose of repair, maintenance or improvement of any systems. The Supplier shall use all commercially reasonable efforts to keep any such suspensions to a minimum and to carry out such works outside Normal Business Hours wherever possible.
15.4 The Supplier shall not be liable for any suspension of the Services under the above circumstances and the Customer shall not be entitled to any setoff, discount, refund or other credit as a result of such suspension and/or disconnection and the Customer agrees that any such downtime will be exempt from measurement under the Service Level Agreement.
16.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) the other party is or may be (in the reasonable opinion of the first party) unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator or similar appointed or calls a meeting of its creditors or ceases for any other reason to carry on business
16.2 On termination of the Agreement for any reason:
(a) All rights and license granted under the Agreement shall immediately terminate;
(b) the Customer shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the Supplier;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Content in its possession to the extent not required for continuing Technical Support or services under any Order hereunder;
(d) the Website(s) and any email addresses will be turned off and domains will be set to ‘not renew’, save that Customer domains can be transferred at any time before the domain expires, subject to Supplier’s receipt of payment for any then outstanding Fees; and
(e) 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
16.3 The Customer is responsible for backing up all Customer Content, including emails, prior to the date of termination or expiry of the Agreement. Charges will apply in the event that the Customer chooses to reactivate the Website(s), details of which will be provided at the relevant time.
16.4 Subject to Section 3.5, if Customer terminates this Agreement for any reason, Customer is liable for all fees and charges for all Services (including usage) up through and including the date of termination of the Services.
The Supplier shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, epidemic, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions of the Agreement, the Terms shall prevail over the Order unless the Order specifically states otherwise.
No amendment or modification of the Agreement shall be effective unless it is in writing and signed by an authorised representative of each party.
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. Each Party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations hereunder would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
22.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23.1 The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
23.2 Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
24.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
24.2 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
The relationship of the parties hereto is that of independent contractors. Nothing herein contained will be deemed to create an employment, agency, joint venture, or partnership relationship between the parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one party for the act or failure to act of the other party. Neither party will have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever.
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).
27.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the state courts of the State of Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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