These Terms and Conditions apply to the agreement made between the Supplier and the Customer for the supply of Products and/or Services.

SECTION A - GENERAL

Definitions
1. In these Terms and Conditions the following terms have the following meanings:
  Agreement
  the agreement to be entered into by the Supplier and the Customer relating to the supply of Products and/or Services detailed on an Order Form and which incorporates these Terms and Conditions;
  Business Day
  a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
  Charges
  the amounts payable under the Agreement by the Customer for the supply by the Supplier of the Products and/or Services as detailed in the Order Form;
  Clients
  each client of the Customer who is authorised by the Customer to use the Products and/or Services;
  Commencement Date
  the date set out in the Order Form;
  Customer
  the company detailed in the Order Form that is to enter into the Agreement with the Supplier;
  Customer Materials
  all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services.
  Data Protection Legislation
  all applicable data protection and privacy legislation, regulations and guidance including the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder), the UK GDPR (as defined in the DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to either the Supplier or the Customer relating to the use of Personal Data (including the privacy of electronic communications);
  Deliverables
  any output of the Services to be provided by the Supplier to the Customer;
  Delivery of Software
  the point when access (username and password for the management portal) to the system is provided to the Customer by the Supplier and where more than one Product is being provided, the date of Delivery of Software shall be the point when access to the first Product is provided to the Customer;
  Documentation
  the documentation made available to the Customer by the Supplier relating to the Products and/or Services;
  First Billing Date
  the earlier of:
  1. for Products – the date of delivery of Software;
  2. for Services – the date when any Services commence;
  3. for Website Design – the Target Launch Date;
  Intellectual Property Rights
  all copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in design and all other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;
  Nurtur.Tech Company
  any company that are from time to time members of the Nurtur.Tech Group, including BriefYourMarket Limited (company number 06503130), Property Logic Ltd (company number 06982144), Property Technology Ltd (company number SC528448), Starberry Limited (company number 04221931), The Property Jungle limited (company number 05190506) and Yomdel Limited (company number 141903533);
  Nurtur.Tech Group
  Nurtur.Group Ltd (company number 09210707) and all its subsidiary and associated companies from time to time;
  Order Form
  the order form or other document setting out details of the Products and/or Services to be provided by the Supplier and applicable charges;
  Products
  the products to be provided by the Supplier as detailed in the Order Form and to include if applicable Software, any upgrades and any Documentation;
  Services
  any services to be provided by the Supplier as detailed in the Order Form together with any services provided by the Supplier in connection with or ancillary to the use of the Software and which the Customer elects to receive or use as detailed in the Order Form;
  Software
  the software detailed in the Order Form;
  Standard Specification
  a system that utilises the Customer’s primary and secondary colour scheme, contact details and logo as depicted by the Customer’s website at the time the Order Form is completed;
  Statement of Works
  any statement of works issued by the Supplier to the Customer detailing the scope of the Products and/or Services to be provided to the Customer under the Agreement;
  Supplier
  the company in the Nurtur.Tech Group detailed in the Order Form that is to enter into the Agreement with the Customer;
  Target Launch Date
  60 days from the date of the Order Form or such other date as specified in the Order Form;
  Virus
  any thing or device (including anu software, code, file or programme) which may:
  1. 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;
  2. 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 in part or otherwise); or
  3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
  Vulnerability
  a weakness in the computational logic (including code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the terms Vulnerabilities shall be interpreted accordingly.
2. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Legislation.
3. Clause headings shall not affect the interpretation of these Terms and Conditions.
4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires:
  1. words in the singular shall include the plural and in the plural shall include the singular; and
  2. a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement and shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
8. A reference to writing or written excludes fax but not email.
9. References to clauses are to the clauses in section A of these Terms and Conditions and references to paragraphs are references to paragraphs in sections B to H of these Terms and Conditions.
10. In the event of conflict between the clauses in section A of these Terms and Conditions and the paragraphs in sections B to H of these Terms and Conditions, the terms of the paragraphs in sections B to H of these Terms and Conditions shall have priority.
11. Any words following 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, description, definition, phrase or term preceding those terms.
12. These Terms and Conditions are incorporated into and apply to each order under an Order Form unless a specific variation is set out in an Order Form and in which case the terms of these Terms and Conditions as varied by an Order Form shall apply.
Term
1. The Agreement shall commence on the Commencement Date.
2. The Agreement shall, subject to termination in accordance with clause 10 or unless the Supplier has agreed that either the Supplier or the Customer may terminate the Agreement at the end of the Initial Term by giving to the other not less than 60 days notice, continue from the Commencement Date for an Initial Term, being either the contract length selected by the Customer on the Order Form which starts on the First Billing Date or where none was selected a minimum period of 12 months to start on the First Billing Date.
3. Unless terminated in accordance with clause 10 the Agreement shall automatically extend for a further period of 12 months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term, subject to termination in accordance with clause 10.
4. Subject to clause 2.5, the Customer may cancel the Agreement by giving to the Supplier not less than 30 days’ notice, with such notice to expire at the end of the Initial Term or at the end of an Extended Term, as appropriate.
5. Any notice of cancellation given by the Customer under clause 2.4 shall be of no effect if, at the end of the Initial Term or at the end of an Extended Term, as appropriate:
  1. any part of the Charges, or any VAT in respect of them, which was due to have been paid remains unpaid; or
  2. there is a subsisting material breach of the Customer’s obligations under the Agreement.
6. If any notice of cancellation is of no effect, the Agreement shall automatically extend for an Extended Term.
7. Where the Agreement relates to more than one Product or Service the Customer may, subject to clause 2.8, remove some but not all Products or Services from the scope of the Agreement by giving to the Supplier not less than 30 days’ notice of withdrawal. Following receipt by the Supplier of the Customer’s notice the Agreement will end but only in respect of the Products or Services withdrawn at the end of the Initial Term or at the end of an Extended Term, as appropriate.
8. Any notice of withdrawal given by the Customer under condition 2.7 shall be of no effect if, at the end of the Initial Term or at the end of an Extended Term, as appropriate:
  1. any part of the Charges, or any VAT in respect of them, which was due to have been paid in respect of the Product or Services to be withdrawn remains unpaid; or
  2. there is a subsisting material breach of the Customer’s obligations under the Agreement in respect of the Product or Services to be withdrawn.
9. If any notice to withdraw a Product or Service from the scope of the Agreement is of no effect, the Agreement in respect of such Product or Service shall automatically extend for an Extended Term.
Products and Services
1. The Supplier shall provide the Products and services detailed in the Order Form in accordance with the Agreement and any Statement of Works.
2. Where Products includes Software, the Supplier grants to the Customer for the duration of the Initial Term and any Extended Term, a non-exclusive, non-transferable licence to use the Software and any Documentation on the terms of the Agreement.
Customer’s Undertakings
1. The Customer warrants to the Supplier that it has the legal right and authority to enter into and perform its obligations under the Agreement.
2. The Customer shall:
  1. co-operate with the Supplier in all matters relating to the Products and/or Services to be provided under the Agreement.
  2. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or any third party) reasonably required by the Supplier in connection with the Products and/or Services to be provided under the Agreement and ensure they are accurate and complete;
  3. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Products and/or Services, including in relation to the use of Customer Materials, before the date on which the Services are to start;
  4. ensure that its Clients use Products and/or Services in accordance with these Terms and Conditions and the terms of the Agreement;
  5. be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing 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.
3. In relation to any Software supplied under the Agreement, the Customer shall:
  1. install and use the Software for its legitimate business purposes;
  2. use any Documentation in support of the proper use of the Software;
  3. not copy the Software or Documentation;
  4. not sell, rent, lease, sub-licence, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation;
  5. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
  6. supervise and control use of the Software and ensure that the Software is used by the Customer’s employees and representatives in accordance with the terms of the Agreement;
  7. not make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  8. other than data or information which relates to the Customer and its customers, not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store any data or information accessible through the Software or Documentation and which relates to any individual, firm, business, company or organisation (“Third Party Data”);
  9. not use any Third Party Data, or parts of it, for the Customer’s own use;
  10. only allow Third Party Data to be used by the Supplier for the purposes of providing Products and/or Services under the Agreement;
  11. not interfere with the copyright notice of the Supplier on the Software;
  12. not provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Supplier;
  13. comply with all legislation, regulations, rules and codes of conduct from time to time relating to the use of the Software including those concerning privacy and electronic communications, data protection and the control of non-solicited pornography and marketing by email;
  14. not use the Software to send unsolicited commercial emails or unsolicited bulk mail;
  15. if requested by the Supplier to provide:
    1. proof in a form acceptable to the Supplier that the recipients of email or marketing information from the Customer using the Software have consented to receive such emails or marketing information;
    2. lists of addresses of recipients of emails or marketing information sent by the Customer using the Software
  16. not use false or misleading subject lines in any email sent using the Software;
  17. not display, promote or distribute using the Software any illegal information or content or information or content which in the opinion of the Supplier is detrimental to the Supplier or the brand reputation of the Software;
  18. not remove, modify or disable or attempt to remove, modify or disable any link installed by the Supplier in respect of the Software;
  19. be responsible for the security of passwords given to you by the Supplier to enable the Customer to use the Software and not to divulge details of such passwords to any third party;
  20. be responsible for any loss suffered by the Supplier arising as a result of any misuse by the Customer of the Software or the site to which you have access;
  21. within 14 days from the date of the Order Form shall enact technical contact to set up DKIM/SPF/DMARC to ensure the Customer complies with the Supplier’s email, network and system requirements;
  22. within 14 days from the date of the Order Form the Customer shall note the Supplier within the Privacy Policy which is published on the Customer’s website;
  23. ensure that every e-mail marketing message sent in connection with the Software contains:
    1. an “unsubscribe” link to allow subscribers to remove themselves from the Customer’s mailing list; and
    2. a link to the Customer’s then current privacy policy or such other privacy policy as the Supplier and the Customer agree from time to time; and
    ensure that each such link (in a form satisfactory to the Supplier) remains operational for 30 days after the date on which the Customer sends its message;
  24. monitor and process unsubscribe requests received by the Customer within 10 days of submission and update the e-mail addresses to which messages are sent using the Customer’s account with the Supplier;
  25. not seek to access the accounts of the Supplier’s other users of the Software or seek to disable or circumvent any security measures or protocols of the Supplier within the Software. The Customer agrees that if it is in breach of this clause, then in addition to the Supplier’s rights under clause 10, the Customer will indemnify the Supplier against any loss, costs or claims the Supplier incurs either directly or from other users of the Software.
Intellectual Property Rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in:
  1. the Software;
  2. the Documentation;
  3. the Services;
  4. the Products; and
  5. the Deliverables.
  and that the Customer has no rights in, or to, them other than the right to use them in accordance with the terms of the Agreement.
2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid up worldwide, non-exclusive royalty free perpetual and irrevocable licence:
  1. to use the Software and the Documentation for the purposes of the Agreement; and
  2. to copy and modify the Deliverables (excluding any Customer Materials) for the purpose of receiving and using the Products and/or Services and Deliverables in the Customer’s business.
3. The Customer shall not sub-licence, assign or otherwise transfer the rights granted in clause 5.2.
4. In relation to the Customer Materials, the Customer
  1. and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
  2. grants to the Supplier a fully paid up worldwide, non-exclusive royalty free perpetual and irrevocable licence to copy and modify the Customer Materials for the duration of the Agreement for the purpose of providing Products and/or Services to the Customer.
5. If a third party brings any action or claim against the Customer alleging that the Customer’s use of the Software and Documentation in accordance with the terms of the Agreement, or its receipt of Products and/or Services, infringes any third party intellectual property rights, the Supplier will indemnify, defend and hold the Customer harmless from any claims, demands, liabilities, direct losses, damages or judgements incurred by or awarded against the Customer by reason of such infringement or alleged infringement, save where the claim relates to the use of any Customer Materials.
Supplier’s Undertakings
1. The Supplier warrants to the Customer that it has the legal right and authority to enter into and perform its obligations under the Agreement.
2. The Supplier undertakes that it will perform its obligations under the Agreement with reasonable care and skill.
3. The undertaking at clause 6.2 shall not apply to the extent of any non-conformance which is caused by use of Products and/or Services contrary to the Supplier’s instructions, or modification or alteration of Products and/or Services by any person other than the Supplier or the Supplier’s duly authorised contractors or agents. If Products and/or Services do not conform with the Supplier’s undertaking in clause 5.2, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking in clause 5.2.
4. 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 the Agreement.
5. The Supplier does not warrant that:
  1. the Customer’s use of Products and Services will be uninterrupted or error-free;
  2. the Software, Products and/or Services will be free from Vulnerabilities or Viruses and the existence of any minor errors shall not constitute a breach of the Agreement;
  3. the Products and/or Services, Documentation and/or the information obtained by the Customer through using the Products and/or Services will meet the Customer’s requirements.
6. The Supplier 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 Customer acknowledges that the Products and/or Services may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
7. The Customer acknowledges that:
  1. the Software has not been developed to meet the Customer’s individual requirements and it is the Customer’s responsibility to ensure that the facilities and functions of the Software meet its requirements;
  2. if the Customer fails to provide the Supplier with the relevant requirements to construct the Customer’s system within 7 days of the receipt of the set-up fee referred to in the Order Form, the Supplier can build the Customer’s system to the Standard Specification;
  3. the Supplier cannot, as a matter of privacy, share the e-mail addresses or recipient address details of those who complain about the Customer’s e-mail or marketing campaigns;
  4. the Customer is responsible for ensuring that its e-mail or marketing campaigns do not generate a number of spam complaints in excess of a level as determined by the Supplier from time to time having regard to the Customer’s use of the Software. If complaints exceed this threshold, then the Supplier will notify the Customer, seek to investigate any circumstances which gave rise to the complaints and inform the Customer of the results of the Supplier’s investigation. The Customer will take reasonable steps to rectify any issues which gave rise to the complaints but if complaints subsequently exceed the threshold the Supplier has specified then this will be a material breach of the Agreement for the purposes of clause 10;
  5. the Supplier may request that the Customer:
    1. include on its website suitable links to the Supplier’s website to enable the Software to operate and function effectively and the Customer agrees to do so; and
    2. ensure there is appropriate wording in the Customer’s Cookie Policy and Privacy Notice relating to the use of any Products and/or Services;
  6. the Supplier records all calls made to or by the Supplier for the purposes of training and quality, maintaining evidence of business transactions and the prevention or detection of crime or fraud.
Charges and Payment
1. The Charges are payable for the Products and Services provided to the Customer. Charges vary depending on the particular use the Customer intends to make and the Products and Services the Customer elects to use or receive.
2. The Charges are set out in the Order Form but if not the Supplier will have notified the Customer of the Charges payable for prior to setting up the Products or prior to the Customer receiving the Services.
3. Charges are payable from the First Billing Date. Charges for the month in which a Product is delivered to the Customer are payable on Delivery of the Software. Charges for the month in which any Services commence are payable on the first day of commencement of the relevant Service, in each case calculated on a proportionate daily basis. Thereafter Charges are payable monthly in advance on or before the first day of the month in question.
4. All sums payable under the Agreement are exclusive of value added tax for which the Customer shall be responsible.
5. Some of the Services provided by the Supplier operate by way of non-refundable pre-paid tokens or credits and once such pre-paid tokens or credits have been paid they shall belong to the Supplier. The Supplier will have notified the Customer or set out in the Order Form which Services operate on this basis. The Supplier will only be obliged to perform these Services if the Customer has sufficient amount of tokens in its account.
6. Fees payable for any Service by non-refundable pre-paid tokens will vary depending on the use to be made by the Customer. The Supplier will have notified the Customer of the Charges payable for the Customer’s use prior to setting up the relevant Service.
7. All payments due from you under the Agreement will be made without deduction whether by way of counterclaim, set-off or otherwise unless the Customer has a valid court order requiring an amount equal to the deduction to be paid by the Supplier.
8. If the Customer pays the Charges by a method other than direct debit, the Supplier shall be entitled to invoice a surcharge per month of £30 plus VAT.
9. Amendments which the Customer requires be made to marketing material involving up to 1 hour’s labour only is included in the Charges detailed on the Order Form. If the Supplier is required to do any further work in excess of this time in dealing with the Customer’s amendments the Supplier shall be entitled to charge the Customer an additional fee of £75 per hour plus VAT.
10. The Supplier shall be entitled to vary the Charges if at any time the cost to the Supplier of providing the Products or Services increases and in any event with effect from each anniversary of the First Billing Date provided that such increase shall not exceed the increase in the Retail Prices Index over the period since each anniversary of the First Billing Date plus 2%. The Supplier will give the Customer at least 30 days’ notice of any increases in the Charges and the variation will become effective at the end of the period specified in the Supplier’s notice to the Customer.
11. If the Customer wishes to dispute any invoice raised by the Supplier, the Customer should give notice of such dispute to the Supplier within 15 days of the date of the invoice. Any notice shall contain all known details of the reasons for such dispute and the Customer’s proposals to resolve such dispute. If a notice disputing an invoice is not served within the applicable period the invoice will be deemed approved and be payable in accordance with clause 7.3.
12. Where the Customer has served a notice disputing any invoice the Customer will on the due date for payment in accordance with clause 7.3 pay that part of the invoice not so disputed.
13. The Supplier and the Customer shall endeavour to resolve any dispute concerning the invoice within 15 days from the date of the notice disputing the invoice. When the dispute concerning the invoice has been resolved, then any sums which are due to the Supplier will be paid or any credit note in favour of the Customer will be issued (as appropriate) within 10 days of such resolution.
14. If the Supplier provides a credit to the Customer in respect of any part of the Charges contained in the Supplier’s invoice, the other items on the invoice remain payable by the Customer.
15. If the Customer fails to pay any amount properly due to the Supplier under or in connection with the Agreement the Supplier may:
  1. suspend the Customer’s account with the Supplier and deny the Customer access to the whole application which will include both management and public access to prevent the Customer from using Products; and
  2. suspend the supply of any Services until the Customer has paid all amounts outstanding; and
  3. either:
    1. charge the Customer interest on the overdue amount from the due date of payment until actual payment, calculated on a daily basis at the rate of 4% above the base rate from time to time of National Westminster Bank plc; or
    2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest Act) 1998.
16. In addition to all rights of set-off conferred by law and without prejudice to the remedies available to the Supplier under clause 7.15, the Supplier may deduct from amounts held by the Supplier to the Customer’s credit from time to time, including any amounts paid by way of pre-paid tokens, any money due to the Supplier under the Agreement, whether in respect of the Charges or other amounts due. If the Supplier deducts any sums from amounts paid by way of pre-paid tokens, the Customer will be required to replenish pre-paid amounts in order for the Supplier to provide any Services operating by way of pre-paid tokens.
17. If the Customer does not use Services paid for by pre-paid token or credit, any unused amounts shall belong to the Supplier and shall not be returned to the Customer, either when Services have been completed or on the termination or expiry of the Agreement.
18. If the Customer’s account is at any time during the Initial Term or an Extended Term put on hold or suspended to the extent that Charges are not invoiced for such period, then the Initial Term or Extended Term shall be extended for a period equivalent to the length of time the Customer’s account was on hold or suspended.
Liability
1. Nothing in the Agreement shall exclude or in any way limit the Supplier’s liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law
2. Subject to clause 8.1, the Supplier shall not be liable under or in connection with the Agreement or any collateral contract for:
  1. loss of income;
  2. loss of business profits or contracts;
  3. business interruption;
  4. loss of the use of money or anticipated savings;
  5. loss of information;
  6. loss of opportunity, goodwill or reputation;
  7. loss of, damage to or corruption of data; or
  8. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
3. Subject to clause 8.1 and clause 8.2, the Supplier’s maximum aggregate liability under or in connection with the Agreement, or any collateral contract, in any 12-month period, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 50% of the Charges paid in such 12-month period.
4. Subject to clause 8.1, clause 8.2 and clause 8.3, the Supplier’s liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5. If the Customer cannot make use of a Product due to the server on which the Software relating to such Product is hosted being unavailable in aggregate for more than 5 days in any calendar month, the Supplier shall refund to the Customer the Charges for such month provided:
  1. the Customer notified the Supplier by email of the inability to access the server within 2 hours
  2. the Supplier shall not have restored access to the server with 72 hours of receipt of the Customer’s notification.
  Only periods of time after the 72 hour period referred to in clause 8.5.2 has elapsed shall be relevant in calculating periods of unavailability under this condition 11.5.
6. Clause 8.3 shall not operate to limit either the Supplier’s or the Customer’s liability in respect of:
  1. breach of Data Protection Legislation;
  2. breach of the confidentiality provisions set out in clause 11;
  3. in the case of the Supplier, a claim by the Customer pursuant to clause 5.5;
  4. in the case of the Customer, a claim by the Supplier pursuant to clause Section B, paragraph 1.8
  and in respect of clauses 8.6.1, 8.6.2, 8.6.3 and 8.6.4, the maximum liability of each of the Supplier and the Customer (as appropriate) in relation to each such condition in any 12-month period shall be limited to £2,000,000.
7. This clause 8 sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Products and Services. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Supplier. Any condition, warranty, representation or other term concerning the supply of the Products and Services which might otherwise be implied into, or incorporated in, the Agreement, or any collateral contract, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
Data Protection and Security
1. Each of the Supplier and the Customer will comply with all applicable requirements of the Data Protection Legislation as may apply under the Agreement.
2. For the purposes of the Agreement, the Customer is the Controller and the Supplier is the Processor of Personal Data.
3. Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful extraction and storage of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Agreement.
4. Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Agreement:
  1. take technical and organisational measures 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 of Personal Data, and against accidental loss or destruction of or damage of the data to be protected having regard to the state of the technological development and the cost of implementing any measures;
  2. act only under the specific instructions of the Customer in respect of processing of such data on behalf of the Customer and not use the data for any other purpose other than in accordance with the terms of the Agreement;
  3. encrypt all personal data provided by the Customer and protect it by an additional authentication mechanism, such as a password or equivalent, during transit and in a method agreed with the Customer in accordance with good industry practice to prevent unauthorised disclosure of the personal data in the event of loss of that personal data;
  4. take reasonable steps to ensure the reliability of all its employees who have access to Personal Data;
  5. inform the Customer without undue delay in the event of any security breach, including, without limitation, a security incident, accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access or other unlawful form of processing that affects or may affect data of the Customer or its customers. Where possible, the Supplier will restore such affected data at its own expense;
  6. notify the Customer as soon as reasonably practicable upon becoming aware of any breach of its obligations in this clause 9;
  7. if requested by the Customer, provide such information as is reasonably necessary to enable the Customer to satisfy itself of the Supplier’s compliance with this clause 9;
  8. allow the Customer, its employees, authorised agents or advisers upon reasonable prior written notice reasonable access to any relevant premises, during normal business hours, to inspect the procedures and measures referred to in this clause 9;
  9. give all reasonable assistance to the Customer in respect of any obligations imposed on the Customer by Data Protection Legislation including, without limitation, subject access requests, data reporting obligations or other enquiries from data subjects and the Information Commissioner;
  10. subject to clause 9.5, not transfer or process Personal Data outside the UK without the prior written consent of the Customer and fulfilling the following conditions:
    1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. the Supplier complies with its obligations under Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. the Supplier complies with any reasonable instructions notified to it in writing by the Customer with respect to the processing of Personal Data;
5. The Customer acknowledges and consents to the appointment by the Supplier of third parties based outside the UK as sub-processors of Personal data who:
  1. are companies within the Nurtur.Tech Group; or
  2. have entered into a Data processing Agreement with the Supplier under which obligations have been imposed on the sub-processor that are consistent with the data protection obligations set out in this clause 9.
6. The Supplier confirms that it shall remain liable for the actions of all its sub-processors.
7. Following termination of the Agreement howsoever arising the Supplier may process Personal Data held by it relating to or provided by the Customer for a period of 30 days only or such longer period if required for the purpose of defending any legal proceedings that may be brought against it in relation to the Agreement, or as is required by applicable law. Following the expiry of the relevant period the Supplier will not retain any copy, abstract, precis or summary of any such personal data as referred to in this clause 9 and will destroy its records and documentation accordingly on the expiry of such period.
8. Where the Supplier provides Personal Data to the Customer which the Supplier has sourced from a third party, the Customer acknowledges that the Supplier is not responsible for the integrity of such data.
9. The Customer acknowledges that where the Supplier acts as data processor, the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process Personal Data. Consequently, the Supplier will not be liable for any claim brought by a data subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.
Termination
1. Notwithstanding its remedies in clause 10.2, the Supplier shall be entitled at any time to suspend the Customer’s use of Products or Services and deny access without liability to the Customer, if the Customer is in breach of, or if the Supplier reasonably suspects that the Customer is in breach of or are about to commit a breach of, any of the provisions contained in clause 4.
2. Without affecting any other right or remedy available to it, either the Supplier or the Customer may terminate the Agreement with immediate effect by giving written notice to the other if:
  1. 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 15 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
  11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  12. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
3. Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
4. Upon termination of the Agreement for any reason:
  1. all rights granted to the Customer under the Agreement shall cease;
  2. the Customer must cease all activities authorised by the Agreement;
  3. the Customer must immediately pay to the Supplier any Charges due and other sums due to the Supplier but unpaid under the Agreement;
  4. any amounts of unused pre-paid tokens will be cancelled and the Customer shall not be entitled to any refunds against unused amounts;
  5. the Customer must immediately pay to the Supplier by way of compensation for loss of contract a sum equal to the whole of the Charges that would (but for the termination) have been payable if the Agreement had continued for the duration of the unexpired period of the Initial Term or Extended Term, as appropriate, less a discount of 5% for accelerated payment;
  6. the Customer must immediately destroy or return to the Supplier (at the Supplier’s option) any copies of the Documentation in your possession, custody or control and, in the case of destruction, certify to the Supplier that the Customer has done so; and
  7. subject to clause 9.7, the Supplier will immediately destroy in a secure fashion or return to the Customer (at the Customer’s option) any data, information or documentation in the Supplier’s possession, custody or control and, in the case of destruction, certify to the Customer that the Supplier has done so.
Confidentiality
1. Each of the Supplier and the Customer undertakes to the other that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.3.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither the Supplier or the Customer shall use any other's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
Force Majeure
1. Neither the Supplier or the Customer shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
Variation
1. No variation of the Agreement shall be effective unless it is in writing and signed by each of the Supplier and the Customer (or their authorised representatives).
Waiver
1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. 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, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Rights and Remedies
1. 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.
Entire Agreement
1. The Agreement constitutes the entire agreement between the Supplier and the Customer and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter
2. Each of the Supplier and the Customer acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
3. Each of the Supplier and the Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.
Assignment
1. Neither the Supplier and the Customer shall, without the prior written consent of the other, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed.
2. Nothing in clause 17.1 shall prevent or restrict the Supplier from assigning, transferring or sub-contracting its obligations under the Agreement to another Nurtur.Tech Company.
No Partnership
1. Nothing in the Agreement is intended to or shall operate to create a partnership between the Supplier and the Customer, or authorise either of them to act as agent for the other, and neither of them shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
1. 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) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
1. Any notice given to either of the Supplier and the Customer under or in connection with the Agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the address for the receiving party specified in the Order Form (or an address substituted in writing by the party to be served).
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
Law
1. The Agreement 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 interpreted in accordance with the law of England and Wales
Jurisdiction
1. Each of the Supplier and the Customer 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 this agreement or its subject matter or formation (including non-contractual disputes or claims) provided that either of the Supplier and the Customer may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.

SECTION B - DIGITAL MARKETING

MARKETING MATERIAL
1. Where the Supplier has agreed to prepare marketing material for the Customer as part of the Services, the Supplier will provide the Customer with proofs of the marketing material the Customer wishes to distribute using any of the Services in a format the Supplier considers appropriate and the Supplier will request a time by which proofs need to be approved or requests for alterations are to be made.
2. If the Customer approves the proofs the Supplier supplies, then the Supplier will use these approved proofs to prepare marketing material to be distributed as part of the relevant Service. The Customer agrees that provided the Supplier uses the approved proofs the Supplier will not be liable to the Customer for any errors or omissions in the Customer’s marketing material that the Customer may subsequently discover after a proof has been approved by the Customer.
3. If the Customer does not approve a proof the Supplier supply by the end of the period specified for approval in paragraph 1.1, then the Supplier will be entitled to deem the proofs submitted by the Supplier to be approved by the Customer. The Customer agrees that in these circumstances the Supplier will not be liable to the Customer for any error or omissions in your marketing material that the Customer may subsequently discover after a proof has been approved by the Customer.
4. The Customer warrants that:
  1. either the Customer is the owner of all marketing material that is electronically conveyed to the Supplier or if not the owner the Customer is an agent of the owner and is authorised to electronically convey the marketing material on the owner’s behalf for processing by the Supplier and its delivery partners;
  2. either the Customer is the owner of the Intellectual Property Rights vested in the marketing material (including but not limited to graphics, images and texts) that is electronically conveyed to the Supplier or the Customer is otherwise licensed or authorised to use such Intellectual Property Rights.
5. The Customer will ensure that:
  1. the Customer will provide to the Supplier a feed consent form, where applicable and that the Customer will be responsible for any data inaccuracies supplied by the feed;
  2. all marketing material conforms to any requirements the Supplier may have notified to the Customer;
  3. the contents of all marketing material conform to the British Codes of Advertising and Sales Promotion (or any similar code of conduct or practice).
6. Whilst the Supplier takes all possible care to identify poor quality images during any automated process by pooling poor resolution cards into an approval process, the Supplier cannot be held responsible for the quality of any materials that are printed and distributed.
7. The Supplier shall not be liable to the Customer for any use made by the Customer of materials or example content supplied by the Supplier to the Customer which will be used by the Customer at its own risk.
8. The Customer will indemnify the Supplier and keep the Supplier indemnified from and against any and all losses, including all claims, damages, awards, expenses (including legal expenses) suffered or incurred by the Supplier (or our employees, agents, contractors or delivery partners) in respect of any and all matters arising out of, or in connection with any breach by the Customer of paragraphs 1.4 or 1.5 of this Section B.
Distribution Details
1. Where any Service involves a postal module the Supplier will endeavour to validate recipient address details using one recognised database of address verification. If any address is identified as being incorrect but cannot be overwritten using details from the verification database then the relevant mail will be identified for manual overwriting.
2. If, notwithstanding the measures outlined in paragraph 2.1, any mail is delivered to an address which is either incorrect due to errors in your mailing database or has not been successfully overwritten, either manually or through the verification process, the Supplier will not be liable to the Customer for any loss which may occur due to non-delivery or incorrect delivery
Dates of Delivery
1. If applicable, any dates which the Supplier provides for dates of posting or dates of delivery are estimates only and will not be contractually binding.
2. The Customer acknowledges and agrees that:
  1. the Supplier uses a delivery partner to deliver marketing material to recipients and so will not be liable to the Customer for any loss which the Customer may incur as a result of marketing material being made available for posting after the estimated date of posting or being delivered after the estimated date of delivery;
  2. in the event of loss of or damage to any marketing material dealt with by the Supplier’s delivery partner, the Supplier shall, subject to satisfactory proof of such marketing material and of the loss or damage having been accepted by our delivery partner, pay to the Customer such compensation that the Supplier may receive from its delivery partner;
  3. the Supplier’s liability to the Customer will not be greater than the liability the Supplier’s delivery partner has with the Supplier.
3. Save as provided for in paragraph 3.2, the Supplier shall not be liable to the Customer (whether in contract, tort (including negligence or breach of statutory duty or otherwise) for any loss of or damage to any marketing material dealt with by the Supplier’s delivery partner or for any delay in delivery.
4. Notwithstanding paragraph 3.2, the Supplier shall not be liable to the Customer (and the Supplier’s delivery partner shall have no liability to the Supplier) for any loss or damage (whether in contract, tort (including negligence or breach of statutory duty or otherwise) of any marketing material:
  1. which occurs as a direct or indirect result of any failure by the Customer to comply with the terms of the Agreement;
  2. for which the Supplier’s delivery partner has not acknowledged acceptance;
  3. unless the Customer notify the Supplier of a claim within 28 days of the estimated dates of posting.
Security Protection
1. If any of the Supplier’s employees, who have worked directly on the Customer’s social media accounts and in doing so have access to relevant passwords, cease to be employed by the Supplier, the Supplier reserves the right to change relevant passwords and if changes are made the Supplier will promptly provide the Customer with a new password via email with an option to change to a new alternative password.

SECTION C – WEBSITE DESIGN (The Property Jungle)

DEFINITIONS
In this section the following terms have the following meanings:
Bespoke Materials
any source code and machine code specifically written for the Customer and which is identified as developed material in the Order Form;
Client Material
any content provided to the Supplier by the Customer from time to time for incorporation into the Website;
CRM System(s)
third party customer relationship management system(s) used by the Customer and which are supported by the Supplier;
Database Application
the application which the Supplier provides to estate agents to enable them to upload their Property Data, and/or create and manage their Website;
Launch
making the Website available to the general public on the Customer’s public domain;
Performance Dashboard
the software facility which the Customer has access to which monitors, measures and displays the performance of the Website;
Property Data
any and all data relating to properties which appear on the Website(s);
Services
the design, build, hosting and management of the Website as more particularly described in the Order Form;
Specification
the description of the Website(s) to be built by the Supplier as set out in the Order Form;
User
a visitor to or user of the Website(s);
User Acceptance Testing
the testing which the Customer undertakes in order to verify the Website meets the Specification;
User Data
any and all data relating to Users (but excluding Property Data);
Website(s)
the Customer’s website detailed in the Order Form.
SUPPLIER OBLIGATIONS
1. The Supplier will provide a managed service for the Website by:
  1. building a Website to be published on a public domain owned by the Customer;
  2. Installing and maintaining the Database Application inside the Website, as improved, amended and updated by the Supplier from time to time;
  3. Providing access to the Database Application so that the Customer can enter their Property Data and/or integrating property data feed(s) provided by external CRM Systems;
  4. Providing data feeds from the Database Application to other websites, systems and portals in agreed formats, where not excluded from doing so by the applicable CRM Systems;
  5. Providing technical support, account management and hosting for the Website. Telephone & email support is provided Monday to Friday 9.00 to 17.15 during UK hours (excluding public holidays);
  6. Content support is provided on a “Can You Just…” basis as more particularly described in paragraph 6.
CUSTOMER OBLIGATIONS
1. The Customer will provide a project manager and/or contact point who will:
  1. act as the contact point for development and administration of the Website, the implementation of the Agreement and to agree decisions with the Supplier concerning development of the Website up to agreed Launch dates and thereafter;
  2. provide, or, using the Database Application, add content, including logos, images and text, in a timely fashion such that Website Launch projects can be delivered on agreed dates;
  3. provide prompt feedback, be responsible for User Acceptance Testing, agree Launch dates and sign-off without unreasonable delay. Acceptance of the Website shall occur when the User Acceptance Testing has been successfully completed. Acceptance of the Website shall be deemed to have occurred if the Customer uses the Website in a live environment;
  4. redirect the domain and/or subdomains of the Website to enable the Supplier to Launch the Website;
  5. permit a credit notice as specified by the Supplier together with a link to the Supplier’s website be included in the footer of the Website;
  6. maintain an appropriate contractual arrangement with the provider of the CRM System(s) and ensure it has the necessary provisions in place to enable the Supplier to interface with the CRM System third party provider(s).
BUILD & POST BUILD FEES
1. Details of the Website development and build fees are set out in the Order Form. The Supplier will provide detailed quotes for any subsequent development work requested by the Customer.
2. Build fees shall be invoiced on the Target Launch Date, subject to paragraph 4.3.
3. If the Customer wishes to delay the Launch of the site after it has been built, for example while waiting for photos, content or for a specific marketing event, TPJ may, at its discretion, invoice 90% of the balance of the build fees on the Target Launch Date with the remaining 10% of the balance of the build fees invoiced when the site is Launched.
INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in the Website and the Database Application (excluding the Client Material, Bespoke Material and User Data) shall be the property of the Supplier and the Supplier grants to the Customer, for the duration of the Agreement, a non-exclusive licence to use such Intellectual Property Rights for the purpose of operating the Website and making it available to Visitors.
2. All Intellectual Property Rights in the Bespoke Material, Client Materials and User Data shall be the property of the Customer (or its licensors), and (to the extent not already owned by the Customer) the Supplier assigns absolutely with full title guarantee (including by present assignment of future rights) all such Intellectual Property Rights to the Customer. The Supplier shall execute all documents requested by the Customer to give effect to this paragraph 5.2. The Supplier shall deliver the Bespoke Material to the Customer in such format as is reasonably specified by the Customer.
3. The Customer grants the Supplier a non-exclusive licence for the duration of the Agreement to use the Client Material, Bespoke Material and User Data to the extent necessary for the Supplier to provide the Services or comply with any of its other obligations under the Agreement. The Supplier may not reuse any source code in respect of the Bespoke Material for any other purpose than as set out in this paragraph 5.3.
4. The Customer shall ensure that the Client Materials, and any other site content it provides to the Supplier, do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights).
5. The Customer acknowledges that the Supplier has no control over any content placed on the Website by Visitors and does not monitor the content of the Website. The Supplier reserves the right to remove content from the Website where it reasonably suspects such content is inappropriate. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Website may be inappropriate content.
CAN YOU JUST
“Can You Just…” Maintenance Plan
This is a subscription-type maintenance plan where the Customer pays a regular monthly fee of £25 as detailed in the Order Form and can send the Supplier multiple requests over the course of the month. There is no limit to the number of requests the Customer you can make – although the Supplier does limit what’s included and what’s excluded from this plan below.
This Can You Just plan has a fair use policy and anticipates approximately £1700 or such other amount as detailed in the Order Form of annual requirements for work to be carried out. The Supplier reserves the right to carry out an annual review of usage and alter the monthly charge, by agreement with the Customer, to reflect actual usage. The following provides examples of inclusions and exclusions from the plan, the list is not intended to be exhaustive but examples the types of activities.
Included:
- Legal Compliance changes
- Feed changes
- Changes to content (text, images, fonts, effects)
- Changes to the main menu
- Additional pages after 4 months from initial site launch
- Moving stuff around experimentally
- SEO mandated changes
- Integrating external features (e.g. ValPal, 360° Tours, Fixflo, Web Chat etc.)
- Adding and swapping videos
- Adding and tweaking calls to action
- Adding pixels, stats, chat etc. code
- Search layout and function changes
- Property Display Pages
- Opening hours
- Staff changes
- Maps changes
- Creation of simple blog functions
- Office Changes
Excluded:
- Site Redesign or Rebuild
- Bespoke Programming
- Add-Ons
- Additional Pages within the first 4 months of a new site launch
- Adding Online Payment Mechanisms
- Work already started prior to signing up for this plan
- Blog, News or Testimonial Entries for which there is a dedicated CMS function
The Supplier can provide a quote for any excluded activities to be provided as part of the Customer’s plan

SECTION D -LIVE CHAT

Part 1 – GENERAL

TRADEMARKS
The word “Yomdel” and the yellow Yomdel character logo are protected trademarks and are not to be used without the explicit permission of Yomdel.
CLIENT IDENTIFICATION
Unless specifically agreed otherwise in writing, Yomdel Clients agree to being identified as businesses that use the Yomdel services.
YOMDEL CLIENT DASHBOARD
The Yomdel Client Dashboard provides clients with an at-a-glance view of activity on their Yomdel account, including but not limited to, a Return on Investment calculator, live chat statistics, data downloads (chat data, lead data etc) and a variety of other tools and insights.
PAYMENT TERMS
In all circumstances, unless there is specific agreement otherwise, Yomdel has 7-day payment terms from receipt of invoice. Yomdel requires that Clients are responsible for all bank and other related fees charged by financial institutions for the transfer of funds. There are various options on methods to pay. Full details of invoiced volumes delivered and other data are available via the Yomdel Client Dashboard.
1. Methods of Payment
  1. Direct Debit
    Unless otherwise agreed, Yomdel requires that wherever possible its Clients pay via Direct Debit. This currently applies to Clients in the UK or eurozone countries. Yomdel uses GoCardless which is covered by the Direct Debit Guarantee. To sign-up use this link and enter your information https://pay.gocardless.com/AL00006C3MM7JE.
  2. BACS (UK only)
    If paying via BACS bank transfer the terms are seven (7) days and payment should be made to the bank account details listed on the invoice. Yomdel also uses the Xero accounting package. Let us know your Xero key and Yomdel can link our systems together. Clients located outside the UK have a variety of ways to pay including bank transfer and PayPal. Details are available on request.
  3. SWIFT
    For all non-GBP and EUR accounts payments are to be made via SWIFT international bank transfer services. Account details are always noted on the invoices.
  4. Monthly Contracts
    Invoices are produced on a calendar month basis and delivered as soon as possible after month end. Payment would then be due within seven (7) days, unless there is a specific alternative agreement;
  5. Annual & Fixed Cost Contracts
    Invoices are produced within the first seven (7) days of each calendar month for service in that month and then due within seven (7) days, unless there is a specific alternative agreement. Where there are variable costs based on service delivered, these are reconciled and invoiced the month following service delivery.
REFUNDS
Any set up or other fees paid in advance of service delivery are non-refundable.
PAYMENT QUERIES
Any query concerning an invoice issued by Yomdel should be raised in writing within 7 days of the date of the invoice via invoice to accounts@yomdel.com.
COPYRIGHT
Yomdel takes copyright very seriously. All materials created by Yomdel (including, but not limited to Knowledge Banks, Key Operator Questions, graphic designs etc) to support the delivery of services are copyright of Yomdel and all rights reserved as the intellectual property of Yomdel.
1. Clients must not distribute or republish Yomdel materials to any third parties without the explicit written permission from Yomdel;
2. These materials are only for use in relation to services provided directly by Yomdel and must not be used in any other context;
3. Clients should not copy or otherwise imitate any designs provided by Yomdel;
4. Clients who cease using Yomdel services must immediately return all copyrighted materials to Yomdel or destroy electronic versions;
5. If Yomdel discover that Clients have used Yomdel copyright materials in contravention of these Terms and Conditions, Yomdel reserves the right to bring legal proceedings against Clients, seeking monetary damages, recompense of legal costs and/or an injunction to stop use of those materials.
SERVICE COMMENCEMENT
On signing up for the Yomdel service the Client will be asked for its preferred service commencement date. If the Client subsequently delays the service commencement past the agreed commencement date, Yomdel reserves the right to charge a dormant account fee of £150 (or local currency equivalent, details available on request) per month, or part month. This fee allows Yomdel to cover some of the costs of the allocated staffing and service provision that would be incurred from the planned commencement date.
SUSPENSION OF SERVICE
1. Client with notification (Clients on Monthly Contracts)
  The Order Form will specify whether a Client is able to temporarily suspend the Yomdel service. Any request from a Client in line with its Order Form to temporarily suspend service must be made in writing to Yomdel stating the reason and the duration of suspension. Yomdel charges a dormant account fee equivalent to 35% of the average monthly spend (calculated over the previous three months) for the period of suspension, or £150, whichever is the greater.
2. By a Client without notification (Clients on Monthly Contracts)
  Any Client suspending service without notification in writing to Yomdel will continue to incur a monthly charge equivalent to the average cost of the previous three months’ service (or less if the service has been live less than three months). This continues until the Client either resumes as normal service or serves written notice to terminate in line with its Yomdel Order Form where stated, in which case standard termination clauses then apply.
3. By Yomdel (Clients on Monthly Contracts)
  Yomdel reserves the right to suspend service for any Client without notice. This could be for a variety of reasons including but not limited to, non-payment or a lack of responses from Client in relations to service communications. This will only ever be a last resort. Depending on the circumstances, termination fees or other charges may be applied.
4. Clients on Annual Contracts
  For Clients on annual contracts, if they suspend the Yomdel service they continue to be liable for service costs in line with their Order Form. In the event their Yomdel service costs each month are variable; the monthly liability will be calculated according to the average cost of the previous three months’ service.
5. Suspension in Lieu of Termination
  Clients cannot use suspension in lieu of termination. Suspension or dormant account fees (15.1) do not apply to clients serving notice to terminate their Yomdel service. When serving termination notice full service charges continue to apply.
TERMINATION BY CLIENT
All Clients have the right to request termination of the Yomdel service in writing and in line with the specific terms contained within their Order Form. In all cases the removal of the Yomdel live chat code following official termination is the sole responsibility of the Client. Yomdel would also welcome the opportunity to discuss possible options prior to a final decision. If, after discussion, a Client still wishes to end the Yomdel service it will be terminated at midnight at the end of the standard notice period, with the following provisos, conditions and exceptions. Subject to the below, in all circumstances, a final invoice will be generated and this will be due within seven days.
Account Within Terms
1. For Clients on monthly contracts, if they wish to immediately cease the Yomdel service, and their account is within terms, then Yomdel will require a pro rata payment equivalent to the notice period stated on the individual Yomdel Order Form. The pro rata cost will be calculated based on days of service to cover the notice period calculated on the basis of a daily average cost over the previous three months (or daily average cost for lifetime of service if account has been live less than three months). This is in addition to any other standard notice period terms stated within individual Yomdel Order Forms.
2. If a Client requests immediate cessation of service and removes the Yomdel live chat code from their website the monthly service costs for the final invoice will be calculated as specified in the previous clause.
Account In Arrears
1. For Clients on monthly contracts, if they wish to immediately cease the Yomdel service, or unilaterally remove the Yomdel code from their website, and their account is in arrears then Yomdel will require a termination payment equivalent to 60 days of service calculated on the basis of a daily average cost over the previous three months. This is in addition to any other standard notice period stated within individual Yomdel Order Forms, and details above.
2. If a Client removes the Yomdel live chat code in lieu or suspension or termination without notice to Yomdel service costs continue to accrue based on pro rata calculations until notice is formally given. In most cases Yomdel will identify the code has been removed and make contact with the client.
3. The final invoice will be calculated at the daily average of the past 90 days (or less, if full data isn’t available) and an invoice equivalent to a pro-rata 30-day month will be due for each month.
CLIENT REFERRAL SCHEME
Yomdel values close Client relationships. As part of this, any referrals made by Clients are eligible for a commission payment of £100 or an equivalent donation to a charity. Payments are made once the referred new Client commences service and pays its first invoice. Yomdel is an ethical business that is strictly secular and non-partisan. As such it reserves the right to reject payments to charity organisations it considers religious, political or potentially divisive.
SERVICE CONTINUITY
Yomdel endeavours to ensure continuous service, but occasionally service can be interrupted due to third party issues outside of its control. In these circumstances Yomdel will seek to restore service as soon as possible.

Part 2 – YOMDEL LIVE CHAT

GENERAL DEFINITIONS
1. Qualified Lead: a COMMUNICATION (email or otherwise) sent to a client Constituting some or all of the following information given by visitors to the website(s). specific Lead criteria will be agreed with each client. Leads Will contain contact details and best endeavours will always be used to capture at least two methods of contact, which will usually be evidenced within the transcript:
  - Name
  - Contact details (best endeavours will be used to capture phone and email)
  - Address and/or postcode if relevant
  - Customer type
  - Requirements
  - Chat transcript
  - Summary comments
2. Chat
  A chat is defined in the live chat software statistics as a chat event that has occurred. A chat event is triggered once a visitor types in a comment and presses send.
3. Pay Per Lead
  A pricing model in which Clients are charged for qualified leads only.
4. Pay Per Chat
  A pricing model in which Clients are charged for each chat only.
5. Pay Per Package
  A pricing model on a subscription basis that includes a defined number of chats.
6. FTE
  A pricing model based on a Full Time Employee equivalent for larger volume Clients.
7. Transcript
  A record of a live chat engagement generally contained in an email body and as a PDF file attached to a lead email that contains the transcript of the live chat that has taken place between the website visitor and the Yomdel live chat operator.
8. Post chat feedback
  A comment left by a visitor after chatting, which may be added to the transcript, or found in chat data reports.
9. Chat Statistics and other data
  Live chat data that captures chat start URLs, referring URLS, post chat feedback, IP address and other key data points is available at a nominal cost.
10. Chat-assisted conversion
11. A chat-assisted conversion is where a chat is followed within seven or more days by an agreed final conversion or goal. This is tracked in the live chat software and links a visitor chat with a defined outcome.
12. Knowledge Bank
  The detailed background information prepared by Yomdel on behalf of a Client containing all the essential information needed for live chat operators to perform effectively when working on behalf of a Client.
13. Key Operator Questions
  The scripted questions used to define the strategic engagement pathway used by Yomdel to achieve agreed outcomes.
14. Speed to Answer
  The time taken to respond to a chat request. Yomdel targets 15 – 30 seconds.
15. Speed to Respond
  The time taken to respond within a chat. Yomdel targets within 30 seconds.
16. Yomdel Live Chat Code
  A snippet of java script that is required to be inserted into the Client website.
17. Chat ID
  A unique identifier assigned to each live chat that takes place.
18. Existing Customer
  This is defined as a person who is in a current active 2-way dialogue with the Client company. This does not apply to people listed on a database, ex-customers who previously purchased products or services, or people who have previously enquired but who did not purchase.
19. Free of Charge (FOC)
  For Clients on per lead pricing only. Leads or other messages sent to a Client which do not meet agreed criteria for chargeable leads will be subsequently resent with “FOC // …” at the beginning of the email subject line.
20. Operations Account Manager
  Yomdel assigns a member of its UK operations team to be a named point of contact for a Client.
21. Eye-catcher
  A graphic positioned over a live chat button carrying a call-to-action and designed to encourage chat engagement.
22. Chat window
  The window that appears and enables a visitor to engage directly with a live chat operator.
23. Operator
  The Yomdel operative who handles live chat on a Client website
24. Visitor
  A visitor to a Yomdel Client website.
GENERAL SERVICE
1. Unless otherwise agreed, Yomdel will operate live chat across the Client website(s) 24 hours a day, seven days a week;
2. Yomdel will generate leads from visitors to the website(s) and email details or transmit data to relevant people and/or systems according to a methodology detailed below;
3. Where agreed, Yomdel will support customers completing transactions online, and provide tracking where possible;
4. Yomdel will also support where possible in areas such as customer service or account management;
5. Yomdel can be used to directly enter information into, or integrate with, various back end platforms such as diaries or CMS systems.
CLIENTS ON A PER LEAD SERVICE STRUCTURE
1. CHARGABLE LEADS
  A chargeable lead is generally an enquiry for potential new business from a website visitor that meets the lead definition criteria agreed with a Client.
2. LEAD DELIVERY
  Unless otherwise agreed, leads comprise an email with summary information in the body and a transcript as an attachment. Leads are compiled within Yomdel’s bespoke Lead Generation Platform and sent within around 15 minutes of a chat being completed.
3. TYPES OF LEAD & REWARD
  There are various types of lead and reward and applicable types will be agreed with the Client and referenced in the Order Form. For the avoidance of doubt, these are:
  1. Further Contact Only – this is a qualifying lead where the visitor requests a call back or email from the Client. Best endeavours will always be used (and evidenced within the live chat transcript) to capture both a phone number and email address.
  2. Appointment Made – this is a qualifying lead where the visitor agrees to an appointment and is evidenced by both an email lead and a confirmed appointment in a booking system.
  3. Successful Sale Increment on Further Contact Only – a sale based on a Further Contact Only lead.
  4. Successful Sale Increment on Appointment Made – a sale made based on an Appointment Made lead.
4. RETURNS POLICY FOR NON-CHARGEABLE LEADS
  Leads have a shelf life and it is important that website visitor expectations are carefully managed to ensure the Client brand projects a positive impression. As such, it is very important to ensure Yomdel is notified as soon as possible in the event that a lead is incorrect in any way. Yomdel therefore requests that Clients return without delay any leads that do not perform due to erroneous information or which are communications or messages from existing customers.
5. LEAD GUIDELINES FOR THE AVOIDANCE OF DOUBT:
  Yomdel will always use its reasonable endeavours to ensure the lead is appropriate for the Client. All leads are sent in good faith but in the rare instance of them not being appropriate or non-performance they can be returned as follows:
  1. They are returned to Yomdel by email within 12 hours of the sent time or by 10 am the following working day (in the case of leads sent in the evening or weekends).
  2. Leads returned beyond 12 hours (or the next working morning) and within 24 hours will not be charged provided there is a fair justification for the delay. However, Yomdel retains the discretion to charge for the lead.
  3. All returned leads must have a valid reason stated. This includes:
    - Incorrect phone number or other data making the lead unworkable
    - Unqualified for a defined reason as stated within these Terms of Service.
  4. Returned leads need to be sent back to the address they originated from and can also be copied to support@yomdel.com.
  5. After the lead return deadline has passed Yomdel will always be reasonable but will have absolute discretion over whether a lead is chargeable.
6. LEADS VIA MULTIPLE CHANNELS
  It is possible that a lead can reach a company at or around the same time via multiple routes such as via live chat and via web forms. In the event that new business enquiries are also received via any other channel in addition to Yomdel, the Yomdel lead will remain chargeable and is not eligible for return. In this instance the key is whether the lead represents an enquiry from an existing customer.
7. RETURNING VISITORS
  Repeated leads generated from visitors who have returned to chat having not received a call back from the Client within one 24-hour working day with the Client will be treated as a new lead and charged accordingly.
8. CRITERIA FOR NON-CHARGEABLE LEADS & COMMUNICATION
  This section applies to Clients on per lead charging only. Certain types of communication from Yomdel do not incur charges. The decision on whether to charge is at the discretion of Yomdel but will generally fall into one of the following criteria.
  1. People who return to chat on the same day to add to their earlier stated requirements.
  2. People who explicitly state they are existing customers or are already in active two-way dialogue with the Yomdel Client. This does not apply if the contact was in the past and is not currently active. In this situation, the contact is treated as new business and is chargeable.
  3. Messages that do not qualify as actionable leads according to the definition above.
  4. Customer complaints. These will be passed over irrespective of whether there are contact details provided.
CLIENTS ON A PER CHAT SERVICE STRUCTURE
Per chat pricing typically is offered to businesses with high volume websites, plus it suits those Clients seeking online real-time customer service or to support online retail.
1. A chat is defined as a “chat event” within the live chat software. Typically, this requires a visitor to either accept a proactive chat invite or activate chat manually.
2. Yomdel can add tracking to the service at no charge to enable the measurement of chat-assisted conversions whereby goals achieved by customers online who previously chatted can be identified and measured. This can be used in a variety of circumstances, for example tracking basket value, or form submissions.
3. Yomdel can offer a hybrid structure of per chat and a success fee for tracked conversions. An example of this maybe where someone chats, and then goes on to successfully complete a purchase. This can be a percentage share of the transaction or a fixed success fee.
CLIENTS ON A PACKAGE STRUCTURE
Package pricing is designed to take away any uncertainty in monthly billing amounts.
1. Clients are advised which package best suits their needs based on average monthly website users and their business objectives.
2. Each package includes a pre-defined maximum number of chats, and any additional chats are charged at an agreed rate.
3. Clients can change package in order to ensure they are on the best deal.
4. Unused chats in a package in any given month do not carry over.
5. Packages are paid as a subscription, with extra chats (if there are any) reconciled the following month.
CHANGES TO AGREED PRICING STRUCTURES
Yomdel reserves the exceptional right to switch Clients from per lead to per chat or package pricing structures, or to revise per lead per chat or package prices. In all cases, Yomdel will first discuss the reasons and the implications with the Client. Changes made in these ways are unrelated to any form of general changes to Yomdel pricing that may be introduced from time-to-time. Exceptional changes can be done due to the following reasons:
1. For per lead Clients, if the number of leads or enquiries marked “FOC” exceeds 10% of the total number of leads sent in a calendar month.
2. For per lead Clients, if overall chat handling time exceeds an average of 12 minutes.
3. For per lead Clients, if the chat-to-lead conversion rate falls below 20% due to Client requests to filter out certain types of enquiry.
CLIENT SET TARGET OR LIMITED BUDGETS
As standard, given the variable nature of live chat volumes, clients agree to unrestricted service of live chats, whereby each month they agree to pay for the service volumes delivered. Some clients may wish to set target budgets to limit the volume of chats serviced, and consequent expenditure. While Yomdel will endeavour to monitor client spend and advise when a target budget is reached, the Client accepts ultimate and complete responsibility for monitoring live chat or lead volumes via their Client dashboard and informing Yomdel at the appropriate time. This must be agreed in principle in advance of a service commencement period and may not be used as a variable control on spend. In the event that a target budget is exceeded, the Client remains liable for the full service cost.
LIVE CHAT QUALITY
Yomdel takes pride in ensuring all live chat engagements meet defined quality standards and follow agreed scripts. The Yomdel operations team is proactively monitoring chat engagements and outcomes and will communicate any issues or questions to the Client.
1. Yomdel operators are trained to use grammatically correct English and to be polite and professional at all times. Yomdel, in representing each Client, will adopt an appropriate tone of voice, which will be agreed in advance and included in the knowledge banks, as well as any other information used as references.
2. Yomdel operators are measured daily, weekly and monthly on a series of KPIs to ensure adherence to quality benchmarks.
3. Any changes required in chat engagement can be communicated and agreed with Yomdel at any time. Such changes will then be made as soon as possible. Ordinarily there is no charge for this service.
YOMDEL LIVE CHAT CODE
The code provided to Clients remains the exclusive property of Yomdel and Clients are not to change or remove the code without first seeking approval from Yomdel.
1. Yomdel needs to be consulted should a Client wish to amend the code so that it behaves in ways different to that intended and deployed. Yomdel will consider whether the changes improve or adversely affect the service and approve, offer advice, or reject the request to change the code.
2. Clients must not under any circumstances remove the Yomdel code from the agreed website. If the code is removed, Yomdel retains the right to continue charging for the service at a rate equivalent to the average service cost over the previous three months (or less if the service is less than three months old).
3. Yomdel will not unreasonably reject requests if the Client needs to remove the code temporarily due to business or website changes. However, Yomdel retains the right to continue charging for the service as detailed in Clause 15 above.
4. If a Client removes the code in lieu of termination, Yomdel will continue to charge for the service as detailed under Clause 15 above until the Client formally cancels the service in line with the termination clauses agreed. In this eventuality all cancellation charges will remain payable in addition to any other charges incurred.
WHATSAPP LIVE CHAT
Additional Definitions
WhatsApp Live Chat
a live chat through WhatsApp.
Completed WhatsApp Chat
is a WhatsApp Live Chat commencing once a visitor types in a comment and presses send and ends when the conversation comes to a natural conclusion either initiated by Yomdel or through resolution of the visitor’s enquiry or by the visitor indicating that they need no more help or after Yomdel’s Live Chat Closure Process has been followed.
Closure Process
is a process applied by Yomdel if a visitor fails to respond for 10 minutes, after which a follow up message is sent at 9am on the next day. If the visitor does not respond within 24 hours from the follow up message, then the WhatsApp Live Chat is deemed to be a Completed WhatsApp Chat.
1. WhatsApp Live Chat is an additional subscription service which is additional to any package structure selected by the Client and can be applied to any of the Client’s marketing platforms.
2. A one-off integration fee is charged by Yomdel to the Client.
3. Chats will include WhatsApp Live Chat and each Completed WhatsApp Chat is treated separately as part of the pre-defined maximum number of Chats available to the Client on a package structure.

Part 3 – YOMDEL LIVE EMAIL

GENERAL DEFINITIONS
1. Email Thread
  An Email Thread is defined as the inter-related emails associated with a specific Enquirer Email address within a 24-hour period.
2. Enquirer
  An Enquirer is someone who has directly or indirectly submitted an email to a Client.
3. Enquirer Email Address
  Yomdel will recognise the email address as the unique identifier for each Enquirer.
4. Knowledge Bank
  The detailed background information prepared by Yomdel on behalf of a Client containing all the essential information needed for Live Email Response operators to perform effectively when working on behalf of a Client.
5. Dedicated Email Inbox
  A dedicated email account used exclusively for leads by both Yomdel and the Client for responding to and/or processing leads.
6. Key Operator Questions
  The scripted responses used to define the strategic engagement pathway used by Yomdel to achieve agreed outcomes.
7. Speed to Respond
  The time taken to provide an Email Response. Yomdel targets 15 minutes.
8. Operations Account Manager
  Yomdel assigns a member of its UK operations team to be a named point of contact for a Client.
9. Operator
  The Yomdel operative who handles Live Email Response on behalf of a Client
10. Client Email Accounts
  A Client Email Account is an email inbox for which Yomdel has access. In some instances, Clients will have multiple Client Email Accounts, which will require a more extensive set-up and management process.
GENERAL SERVICE
1. Unless otherwise agreed, Yomdel will operate Live Email Response across the Client website(s) 24 hours a day, seven days a week;
2. Yomdel will also support where possible in areas such as customer service or account management;
3. Yomdel can be used to directly enter information into back end platforms such as diaries.
INCOMING LEADS VIA MULTIPLE CHANNELS
It is possible that an Enquirer may submit a duplicate or the same request via multiple portals/sites within 24 hours of one another. In the event of this happening, and the request being of an identical nature from the same customer, then Yomdel will use its reasonable endeavours to respond to the first enquiry. In these instances, the Client will not be charged more than once.
ENQUIRER CONTACT
In the event the Client makes contact with the Enquirer via phone, an initial email response will still be sent and that might arrive after the Client’s own communication has concluded.
EMAIL RESPONSIBILITY
For Clients who opt for the Out of Hours service only, Yomdel will not be able to download or access any email outside of the pre-agreed service hours. During service hours, the Client agrees not to respond to any email lead enquires. Any subsequent email correspondence between the Client and the Enquirer should be done via personal, or other non-lead email addresses, thus keeping the Dedicated Email Inbox for its desired purpose.
DIARY BOOKING
For Clients that enable diary appointment setting service, Yomdel will utilise only services that synchronise with the Client’s calendar without requiring the Yomdel Operative to log in. Read only password access to certain CRM systems would be considered subject to Client requirements and discussion.
EMAIL THREAD COUNT
Each calendar month the count of Email Threads for each Client to Enquirer Email Addresses will be accounted as part of each billing cycle.
TRANSFER TO LIVE CHAT
Each Enquirer that initiates a Live Chat conversation with Yomdel, as a result of being transferred to Live Chat from the Live Email will incur a per chat cost as specified in the Client Order Form. Where relevant, these per chat costs will be charged outside of any existing or previously agreed Yomdel service packages.
YOMDEL LIVE EMAIL QUALITY
Yomdel takes pride in ensuring all customer engagements meet defined quality standards and follow agreed scripts, where appropriate. The Yomdel operations team is proactively monitoring Live Email engagements and outcomes and will communicate any issues or questions to the Client.
1. Yomdel operators are trained to use grammatically correct English and to be polite and professional at all times. Yomdel, in representing each Client, will adopt an appropriate tone of voice, which will be agreed in advance and included in the knowledge banks, as well as any other information used as references.
2. Yomdel operators are measured daily, weekly and monthly on a series of KPIs to ensure adherence to quality benchmarks.
3. Any changes required in method of engagement can be communicated and agreed with Yomdel at any time. Such changes will then be made as soon as possible. Ordinarily there is no charge for this service.

Part 4 – MYSTERY SHOPPING & CUSTOMER RESEARCH

GENERAL DEFINITIONS
1. Assignment
  Means any service that the Client has commissioned Yomdel to undertake through a Yomdel Order Form.
2. Sub-Contractor
  Means the sub-processor appointed by Yomdel to conduct the fieldwork for an Assignment.
3. Mystery Subject
  Means the person (or people) for whom data/insight is collected, as a result of conducting a mystery shopping Assignment
MYSTERY CUSTOMER RESEARCH
The objective of a mystery customer research project should be to provide management information on processes and/or quality of service, in order to aid training and retraining plans, improvements in service and hence increase customer satisfaction etc. Yomdel takes no responsibility for how the Client decides to use any information gained in a mystery customer research project.
CLIENT RESPONSIBILITIES
When conducting mystery shopping projects, it is the Client’s responsibility to adhere to the latest Data and Human Rights Legislation. Yomdel expects that Mystery Subjects should be informed by the Client that their organisation is subject to, or intends to undertake, mystery customer research. Yomdel may give some generic information but Yomdel does not give specific legal advice. Yomdel expects that any Order Forms with Yomdel are discussed with the legal advisers of the Client.
RECORDINGS
If Clients are using visual or sound recordings, it is the Client’s responsibility to notify potential Mystery Subjects as much information as possible about the future use of the data, in particular; when they are to be used, to whom they are likely to be shown, for what purposes they are likely to be used and where the data is to be kept and for how long. If Clients are using visual or sound recordings to measure a Mystery Subject which is not employed directly by the Client, then the Client needs to get written permission from those Mystery Subjects, that they are happy for this research to take place, and that they understand how the findings will be used.
CLIENT SCENARIOS
Whatever scenarios are used for mystery customer research, they must be safe in that the mystery Sub Contractors are not asked to do anything illegal or that puts them under any physical risk or threatens their personal safety e.g. locality, disability, gender, ethnicity. Care must be taken to protect Sub Contractors from any adverse implications of carrying out an evaluation e.g. personal safety, effect on credit references.
COMPETITIVE MEASUREMENT
When mystery shopping competitive organisations, Clients must ensure that the competitor’s Mystery Subjects or organisation will not suffer any detrimental effects as a result of a mystery customer research exercise.
INCOMPLETE MYSTERY SHOPS
In instances where mystery shops are instructed as per the Order Form but Yomdel were unable to fulfil the request due to a circumstance beyond their control (for example but not limited to; store closed, wrong address data provided, etc) then the pre-agreed amount remains chargeable by Yomdel.
MYSTERY SHOPPING & CUSTOMER RESEARCH PERSONAL DATA
The parties acknowledge and agree that to the extent that Yomdel processes personal data in providing services under the Order Form, the Client acts as data controller and Yomdel acts as its data processor (the “Processing”). The Processing is as described in the Order Form and Proposal but is expected to include (but not be limited to) audio recordings, video recordings and reports on the performance of the data subjects. Further information can be found here -https://www2.yomdel.com/gdpr/gdpr-addendum
SUB-CONTRACTORS
Yomdel reserves the right to employ, retain, discharge or replace at any time any Sub-Contractor or associate in carrying out a Project. Yomdel shall be solely responsible for ensuring due performance by Sub-Contractors and associates and shall not be obliged to disclose their identity or supply any documentation relating thereto.

Part 5 – YOMDEL LIVE CONNECT (YLC)

GENERAL DEFINITIONS
1. Yomdel Live Connect
  An additional service for Yomdel Live Chat clients where someone chatting with a Yomdel operator accepts an offer to be transferred via a voice call to a client staff member.
2. Successful YLC
  When a visitor has been successfully transferred into a voice call with a client staff member.
3. Unsuccessful YLC
  When it has proved impossible to connect a visitor to a voice call with a client staff member.
GENERAL SERVICE
1. Unless otherwise agreed, Yomdel will operate YLC during client business hours.
2. Clients can request specific hours of coverage.
CHARGEABLE SERVICE
YLC is provided on a monthly subscription plus a per “Successful YLC” basis.
1. Unsuccessful YLC calls, where the visitor does not pick up are not chargeable.
2. Unsuccessful YLC calls where the client staff member(s) do not pick up are chargeable as normal.
CANCELLATION
Clients can cancel YLC on giving 30 days’ notice in writing.

Part 6 – YOMDEL LIVE TRACKING (YLT)

GENERAL DEFINITIONS
1. Yomdel Live Tracking
  An additional service for Yomdel Live Chat clients providing a bespoke integration into Google Analytics.
2. YLT Tags
  Tags agreed with clients for the live chat outcomes to be tracked in YLT.
GENERAL SERVICE
1. YLT is a one-time installation that syncs with the client Google Analytics account.
2. YLT enables live chat outcomes (lead, sale etc) to be tracked and measured within Google Analytics.
CHARGEABLE SERVICE
Unless otherwise agreed, YLT is provided on a per tracked live chat basis.
CANCELLATION
Clients can cancel YLT on giving 30 days’ notice in writing.

Part 7 – YOMDEL SALES PROSPECTING (YSP)

GENERAL DEFINITIONS
1. Yomdel Sales Prospecting
  Sales prospecting via telephone, email or other channels as agreed with the client.
GENERAL SERVICE
1. Yomdel will provide people, technology, equipment and other support as agreed.
2. Yomdel will operate service in line with agreed client requirements, KPIs and SLAs.
CANCELLATION & TERMINATION
Clients can cancel YSP in line with the terms on their Order Form.

Part 8 – YOMDEL ADMIN SERVICES (YAS)

GENERAL DEFINITIONS
1. Yomdel Admin Services
  Back office administrative support services as directed, to agreed standards.
GENERAL SERVICE
1. Yomdel will provide people, technology, equipment and other support as agreed.
2. Yomdel will operate service in line with agreed client requirements, KPIs and SLAs.
CANCELLATION & TERMINATION
Clients can cancel YAS in line with the terms on their Order Form.

SECTION E – MY ACCOUNT APPLICATION

DEFINITIONS
In this section the following terms have the following meanings:
Application
the Supplier’s My Account Application at the URL notified by the Supplier to the Customer;
Customer Data
the data of the Customer obtained by the Supplier from Reapit from time to time using Reapit’s API;
Normal Business Hours
9.00am to 5.30pm local UK time on each Business Day;
Reapit
the CRM software for estate agents licensed to the Customer by Reapit Limited;
Services
the data extraction and subscription services provided by the Supplier to the Customer under the Agreement via the Application, as more particularly described in the Documentation;
Support Services Policy
the Supplier’s policy for providing support in relation to the Services as may be notified to the Customer from time to time;
APPLICATION
1. Subject to the terms of the Agreement, the Supplier grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit Clients to use the My Account Application for the duration of the Agreement solely for the purposes described in the Documentation.
SERVICES
1. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance carried out during the maintenance window of 11.00pm to 2.00am UK time; and
  2. unscheduled maintenance performed outside Normal Business Hours, provided the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
2. The Supplier will, as part of the Services and at no additional cost to the Customer provide the Customer with the Supplier’s standard customer support service during Normal Business Hours in accordance with the Supplier’s Support Services Policy.
3. The Supplier shall be under no obligation to archive Customer Data or to restore lost or damaged Customer Data. The Customer acknowledges and agrees that it is responsible for ensuring that the Customer Data is backed up by Reapit.
4. The Customer shall own all right, title and interest in and to all of the Customer Data and any branding materials provided to the Supplier under the Agreement and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and branding materials.

SECTION F – WEBSITE (Starberry)

DEFINITIONS
In this section the following terms have the following meanings:
Acceptance Criteria
has the meaning given to it in paragraph 3.2;
Acceptance Period
the period of 14 Business Days beginning on the date of delivery of the Website to the Customer;
Customer Works
the works and materials provided to the Supplier by the Customer, or by any third party acting for and on behalf of the Customer, for incorporation into the Website;
Defect
a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:
1. an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents or sub-contractors;
2. an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works);
Go Live
the date which the Website becomes publicly available on the agreed URL;
Third Party Works
any works and materials comprised in the Website and the Intellectual Property Rights which are owned in whole or in part by a third party (excluding the Customer Works);
Website
the website or web application to be developed by the Supplier for the Customer under the Agreement.
SERVICES
1. During the web build the Supplier shall:
  1. design and deliver the Website;
  2. incorporate the Customer Works and Third Party Works into the Website; and
  3. keep the Customer informed of the progress of the Website’s development.
2. The Supplier will submit website designs for approval by the Customer. The Customer shall be entitled to make up to 5 requests for detailed revisions of the designs. Any additional requests are chargeable on a time and materials basis using the Supplier’s then current rate card prices.
3. From Go-Live, the Supplier shall host and support the Website on the agreed URL.
DELIVERY AND ACCEPTANCE
1. The Supplier will deliver the Website to the Customer for acceptance testing on or before the delivery date detailed in the Order Form, which shall be extended by the time required to meet any additional requests under paragraph 2.2.
2. During the Acceptance Period, the Customer will carry out acceptance tests to determine whether or not the Website:
  1. conforms in all respects with the specification of the Website; and
  2. does not have any material Defects
  and if it satisfies both criteria, the Website will be deemed to have met the Acceptance Criteria.
3. If the Website does not meet the Acceptance Criteria:
  1. the Customer shall send to the Supplier a written notice during the Acceptance Period setting out in detail the respects in which the Website does not meet the Acceptance Criteria; and
  2. the Supplier will have a further period of 20 Business Days to modify the Website so that it meets the Acceptance Criteria.
4. Following remediation by the Supplier, the Website shall be re-submitted to the Customer for acceptance testing under paragraph 3.2.
5. The Website will be deemed to have been accepted by the Customer if:
  1. the Customer does not give any notice to the Supplier under either paragraph 3.3 during the Acceptance Period; or
  2. the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.
UNLAWFUL CONTENT
1. The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or third party rights.
2. The Customer will indemnify and will keep indemnified the Supplier against all damages, costs, losses, claims and expenses (including legal expenses) arising as a result of any claim that the Customer Works infringe any applicable laws, regulations or third party rights.
INTELLECTUAL PROPERTY RIGHTS
1. Upon payment in full of the development charges detailed in the Order Form, all Intellectual Property Rights in the Website, with the exception of the Third Party Works, shall transfer to the ownership of the Customer and the Supplier shall execute all documents requested by the Customer to give effect to this paragraph 5.1.
2. The Supplier acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Works and the Customer grants to the Supplier such rights in the Customer Works as it shall require to provide the Services.
3. The Customer shall permit a credit notice as specified by the Supplier together with a link to the Supplier’s website be included in the footer of the Website
WARRANTIES
1. The Supplier warrants to the Customer that the Website (excluding the Customer Works) will not infringe the Intellectual Property Rights of any third party.
2. The Customer acknowledges that:
  1. the Supplier has designed the Website to work with the browser technology specified by the Supplier and the Supplier does not warrant that the Website will work with any other web browser technology; and
  2. whilst the Supplier may give advice and assistance (including in relation to policies for inclusion on the Website), it does not provide any legal advice whether in relation to the Website or otherwise and the Supplier does not warrant that the Website will not give rise to any civil or criminal liability for the Customer or any other person

SECTION G – WEBDESIGNED

DEFINITIONS
In this section the following terms have the following meanings:
Acceptance Criteria
has the meaning given to it in paragraph 3.2;
Acceptance Period
the period of 14 Business Days beginning on the date of delivery of the Website to the Customer;
Customer Works
the works and materials provided to the Supplier by the Customer, or by any third party acting for and on behalf of the Customer, for incorporation into the Website;
Defect
a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:
1. an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents or sub-contractors;
2. an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works);
Design Elements
the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website, but excluding:
1. the Customer Works; and
2. the Third Party Works;
Go Live
the date which the Website becomes publicly available on the agreed URL;
Third Party Works
any works and materials comprised in the Website and the Intellectual Property Rights which are owned in whole or in part by a third party (excluding the Customer Works);
Website
the website or web application to be developed by the Supplier for the Customer under the Agreement.
SERVICES
1. During the web build the Supplier shall:
  1. design and deliver the Website;
  2. incorporate the Customer Works and Third Party Works into the Website; and
  3. keep the Customer informed of the progress of the Website’s development.
2. From Go-Live, the Supplier shall host and support the Website on the agreed URL.
DELIVERY AND ACCEPTANCE
1. The Supplier will deliver the Website to the Customer for acceptance testing on or before the delivery date detailed in the Order Form.
2. During the Acceptance Period, the Customer will carry out acceptance tests to determine whether or not the Website:
  1. conforms in all respects with the specification of the Website; and
  2. does not have any material Defects
  and if it satisfies both criteria, the Website will be deemed to have met the Acceptance Criteria.
3. If the Website does not meet the Acceptance Criteria:
  1. the Customer shall send to the Supplier a written notice during the Acceptance Period setting out in detail the respects in which the Website does not meet the Acceptance Criteria; and
  2. the Supplier will have a further period of 20 Business Days to modify the Website so that it meets the Acceptance Criteria.
4. Following remediation by the Supplier, the Website shall be re-submitted to the Customer for acceptance testing under paragraph 3.2.
5. The Website will be deemed to have been accepted by the Customer if:
  1. the Customer does not give any notice to the Supplier under either paragraph 3.3 during the Acceptance Period; or
  2. the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.
UNLAWFUL CONTENT
1. The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or third party rights.
2. The Customer will indemnify and will keep indemnified the Supplier against all damages, costs, losses, claims and expenses (including legal expenses) arising as a result of any claim that the Customer Works infringe any applicable laws, regulations or third party rights.
INTELLECTUAL PROPERTY RIGHTS
1. Subject to paragraph 5.2, the Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Website, the Services and any associated documentation. Except as expressly provided, the Agreement does not grant the Customer 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 licence in respect of the Website, the Services or the Documentation.
2. The Customer and/or its licensors own all Intellectual Property Rights in the Customer Works and the Customer grants to the Supplier such rights in the Customer Works as it shall require to provide the Services.
3. The Customer shall permit a credit notice as specified by the Supplier together with a link to the Supplier’s website be included in the footer of the Website
WARRANTIES
1. The Supplier warrants to the Customer that the Website (excluding the Customer Works) will not infringe the Intellectual Property Rights of any third party.
2. The Customer acknowledges that:
  1. the Supplier has designed the Website to work with the browser technology specified by the Supplier and the Supplier does not warrant that the Website will work with any other web browser technology; and
  2. whilst the Supplier may give advice and assistance (including in relation to policies for inclusion on the Website), it does not provide any legal advice whether in relation to the Website or otherwise and the Supplier does not warrant that the Website will not give rise to any civil or criminal liability for the Customer or any other person.

SECTION H – DEDICATED RESOURCE

DEFINITIONS
In this section the following terms have the following meanings:
Acceptance Criteria
has the meaning given to it in paragraph 3.2;
Acceptance Period
the period of 14 Business Days beginning on the date of delivery of the Website to the Customer;
Available Resources
the resources specified by the Supplier;
Customer Branding
any logos, brand names and similar provided to the Supplier by the Customer, or by any third party acting for and on behalf of the Customer, for incorporation into the Website;
Defect
a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:
1. an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents or sub-contractors;
2. an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works);
Go Live
the date which the Website becomes publicly available on the agreed URL;
Normal Business Hours
9.00am to 5.30pm local UK time on each Business Day;
Website
the website or web application to be developed by the Supplier for the Customer under the Agreement.
SERVICES
1. From the end of the Set-Up Period, the Supplier will provide the Available Resources to the Customer remotely (or at any location agreed by the Supplier and the Customer) during Normal Business Hours at the agreed URL.
2. The Customer acknowledges and agrees that the Supplier shall be under no obligation to incorporate any
DELIVERY AND ACCEPTANCE
1. The Supplier will deliver the Website to the Customer for acceptance testing on or before the delivery date detailed in the Order Form.
2. During the Acceptance Period, the Customer will carry out acceptance tests to determine whether or not the Website:
  1. conforms in all respects with the specification of the Website; and
  2. does not have any material Defects
  and if it satisfies both criteria, the Website will be deemed to have met the Acceptance Criteria.
3. If the Website does not meet the Acceptance Criteria:
  1. the Customer shall send to the Supplier a written notice during the Acceptance Period setting out in detail the respects in which the Website does not meet the Acceptance Criteria; and
  2. the Supplier will have a further period of 20 Business Days to modify the Website so that it meets the Acceptance Criteria.
4. Following remediation by the Supplier, the Website shall be re-submitted to the Customer for acceptance testing under paragraph 3.2.
5. The Website will be deemed to have been accepted by the Customer if:
  1. the Customer does not give any notice to the Supplier under either paragraph 3.3 during the Acceptance Period; or
  2. the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.
UNLAWFUL CONTENT
1. The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or third party rights.
2. The Customer will indemnify and will keep indemnified the Supplier against all damages, costs, losses, claims and expenses (including legal expenses) arising as a result of any claim that the Customer Works infringe any applicable laws, regulations or third party rights.
INTELLECTUAL PROPERTY RIGHTS
1. Upon payment in full of the development charges detailed in the Order Form, all Intellectual Property Rights in the Website shall transfer to the ownership of the Customer and the Supplier shall execute all documents requested by the Customer to give effect to this paragraph 5.1.
2. The Supplier acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Branding and the Customer grants to the Supplier such rights in the Customer Branding as it shall require to provide the Services.
3. The Customer shall permit a credit notice as specified by the Supplier together with a link to the Supplier’s website be included in the footer of the Website
WARRANTIES
1. The Supplier warrants to the Customer that the Website (excluding the Customer Branding) will not infringe the Intellectual Property Rights of any third party.
2. The Customer acknowledges that:
  1. the Supplier has designed the Website to work with the browser technology specified by the Supplier and the Supplier does not warrant that the Website will work with any other web browser technology; and
  2. whilst the Supplier may give advice and assistance (including in relation to policies for inclusion on the Website), it does not provide any legal advice whether in relation to the Website or otherwise and the Supplier does not warrant that the Website will not give rise to any civil or criminal liability for the Customer or any other person

SECTION A - GENERAL

Definitions

Term

Products and Services

Customer’s Undertakings

Intellectual Property Rights

Supplier’s Undertakings

Charges and Payment

Liability

Data Protection and Security

Termination

Confidentiality

Force Majeure

Variation

Waiver

Rights and Remedies

Entire Agreement

Assignment

No Partnership

Third Party Rights

Notices

Law

Jurisdiction

SECTION B - DIGITAL MARKETING

MARKETING MATERIAL

Distribution Details

Dates of Delivery

Security Protection

SECTION C – WEBSITE DESIGN (The Property Jungle)

DEFINITIONS

SUPPLIER OBLIGATIONS

CUSTOMER OBLIGATIONS

BUILD & POST BUILD FEES

INTELLECTUAL PROPERTY RIGHTS

CAN YOU JUST

SECTION D -LIVE CHAT

Part 1 – GENERAL

TRADEMARKS

CLIENT IDENTIFICATION

YOMDEL CLIENT DASHBOARD

PAYMENT TERMS

REFUNDS

PAYMENT QUERIES

COPYRIGHT

SERVICE COMMENCEMENT

SUSPENSION OF SERVICE

TERMINATION BY CLIENT

Account Within Terms

Account In Arrears

CLIENT REFERRAL SCHEME

SERVICE CONTINUITY

Part 2 – YOMDEL LIVE CHAT

GENERAL DEFINITIONS

GENERAL SERVICE

CLIENTS ON A PER LEAD SERVICE STRUCTURE

CLIENTS ON A PER CHAT SERVICE STRUCTURE

CLIENTS ON A PACKAGE STRUCTURE

CHANGES TO AGREED PRICING STRUCTURES

YOMDEL LIVE CHAT CODE

WHATSAPP LIVE CHAT

Additional Definitions

Part 3 – YOMDEL LIVE EMAIL

GENERAL SERVICE

INCOMING LEADS VIA MULTIPLE CHANNELS

ENQUIRER CONTACT

EMAIL RESPONSIBILITY

DIARY BOOKING

EMAIL THREAD COUNT

TRANSFER TO LIVE CHAT

YOMDEL LIVE EMAIL QUALITY

Part 4 – MYSTERY SHOPPING & CUSTOMER RESEARCH

GENERAL DEFINITIONS

Assignment

Sub-Contractor

Mystery Subject

Part 5 – YOMDEL LIVE CONNECT (YLC)

GENERAL DEFINITIONS

GENERAL SERVICE

CHARGEABLE SERVICE

CANCELLATION