rise.global
Terms of Service last updated 12 November 2020.
These terms and conditions together with our Privacy Policy and the rise.global Acceptable Use Policy "rise.global AUP" (collectively, the "Terms") will form a written contract between you and rise.global ("rise.global", "we", "us" and "our" ) and will govern our relationship and your use of the rise.global Platform. When we refer to "the rise.global Platform" we mean the rise.global App and all our websites, mobile sites, mobile apps, social media platforms or any other technology or mechanism you may use to interact with us.
The general use of the rise.global Platform and any content on the rise.global Platform is governed by our Terms.
"Content" refers to any information, data, files, text, software, music, sound, photographs, graphics, images, video, messages, comments, hyperlinks or tags and other material appearing on the rise.global Platform and all applicable copyrights, trademarks, patents, logos or other intellectual property rights displayed on the rise.global Platform.
We may amend the Terms from time to time. Any new version of the Terms will be published on the rise.global Platform and will become effective from the date that we first published it. It is your obligation to visit the rise.global Platform on a regular basis in order to determine whether any amendments have been made. By continuing to use the rise.global Platform after we published changes to the Terms, you agree to be bound by the changed Terms.
Some of the services or platforms on the rise.global Platform may contain additional rules or terms from time to time, which may be relevant to specific services you use or subscribe to. By using those services, you agree to be bound by such additional rules and/or terms.
If you are under the age of 13, you must not use the rise.global Platform. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can use the rise.global Platform.
rise.global owns or is entitled to use all of the Content made available on the rise.global Platform.
Subject to these Terms, you may not, unless with our express consent:
reproduce, publish, perform, broadcast, make an adaptation of, sell, lease, offer, expose or otherwise transfer or use for commercial purposes any Content
decompile or reverse engineer the Content, or reduce the Content to any format other than the format in which they were delivered
incorporate the Content into any other content for whatever purpose
remove any legal notices (such as copyright, trademark or other proprietary rights notices) in or on the Content.
You will retain ownership of any original Content which you may upload, transmit or store when using the rise.global Platform.
rise.global will own all compilations, collective works or derivative works created by us which may incorporate your Content.
You grant us an irrevocable, perpetual, worldwide and royalty-free right and license to use your Content for the purposes of providing, promoting, developing and trying to improve the rise.global Platform and our other services, including new services that we may provide in the future. We will not sell your Content to any third party
Any content you transmit or post to publicly accessible areas on the rise.global Platform shall be considered non-confidential and non-proprietary. To the full extent permitted by applicable law, we shall have no obligations to you or any third party with respect to such Content.
You agree to adhere to applicable laws and our rise.global AUP when posting or transmitting any Content or material to the rise.global Platform.
You understand that even if you seek to delete your Content from the rise.global Platform, it may as a technical and administrative matter take some time or not be possible to achieve this.
We reserve the right to block or remove your Content for any reason, including as is in our opinion appropriate or as required by applicable laws and regulations.
You are solely responsible for your Content and we recommend that you keep a back-up copy of it at all times.
You must at all times ensure that: (i) you have the rights required to submit, transmit or display your Content, and to grant us the rights as set out in these Terms; and (ii) your Content (and our use of your Content in accordance with these Terms) does not infringe or violate the rights of any person or otherwise contravene any applicable laws or regulations.
The rise.global Platform includes Content and services, including advertisements, from third parties, or external links to other websites possessing their own content, or any other third party content ("Third Party Content").
You acknowledge that the Third Party Content
is beyond the control of rise.global and that any reliance on any representation, statement or information contained in Third Party Content is at your risk
cannot be verified by rise.global, and that rise.global does not determine its accuracy or reasonableness; and
may contain representations, statements or information which does not represent the views, opinions or beliefs of rise.global, its associates, directors, employees or affiliates.
We may respond to notices of alleged infringement of rights (including infringement of intellectual property rights, defamation and infringement of other civil rights) and other claims and demands. If you have any such infringement-related concerns, please email us.
As a Player on a rise.global Scorebook you are expected to abide by the rules set by the Scorebook publisher. Failure to do so may result in your exclusion from the Scorebook and from the rise.global platform.
In order to access and use the rise.global Platform you must log-in by creating a "User ID" by
registering or subscribing to use the rise.global Platform, where you will create, or we will allocate you, a username, password or other log-in; or
using your Twitter or LinkedIn accounts.
Your User ID is personal to you. You
must keep your User ID confidential and not disclose it to any third party
must inform us promptly if a third party gains access to your User ID
are responsible for all payments, use of, or activity on the rise.global Platform or Services under your User ID
will not do multiple log-ins simultaneously (log-in at any one point in time more than once using the same User ID)
will not circumvent our User ID authentication procedures or systems
ARE LIABLE FOR ANY DAMAGE, LOSS OR COSTS SUSTAINED BY YOU, US OR BY ANY THIRD PARTY HOWSOEVER ARISING AS A RESULT OF ANY ACTIONS BY YOU OR ANY THIRD PARTY USING YOUR USER ID.
While a User ID relating to the rise.global Platform is personal to you, we own it. You may accordingly not sell or otherwise transfer any entitlements thereto to a User ID.
You will also not retain any entitlements to your User ID once this agreement ends.
You will sign out from your account at the end of each session.
You agree that rise.global or its affiliates may from time to time send you communications regarding our services or products. All communications will abide by our Privacy Policy and applicable law. You will always be entitled to notify us in writing that you do not wish to receive or continue to receive such communications.
While we endeavour to ensure that the rise.global Platform is normally available 24 hours a day, we shall not be liable if, for any reason, the rise.global Platform is unavailable at any time or for any period.
Access to the rise.global Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
We reserve the right to modify or discontinue the rise.global Platform, or any features, at any time without notice to you.
We will be entitled, subject to applicable laws, to take whatever action we may deem necessary and reasonable to preserve the security and reliability of the rise.global Platform or the Content thereon.
You may not use the rise.global Platform in any manner which may compromise the security of our network or any other network connected to our network.
rise.global will deal with your personal information in accordance with the provisions of our Privacy Policy.
Our rise.global Platform is licensed, not sold, to you for use only under the terms of this license. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to use a copy of the rise.global Platform on a device that you own or control and to run such copy solely for your own personal purposes. You may not rent, lease, lend, sell, redistribute or sublicense the rise.global Platform. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the rise.global Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the rise.global Platform).
The terms of the license will govern any updates that replace and/or supplement the original rise.global Platform.
The license is effective until terminated by you or us. Your rights under this license will terminate automatically without notice from us if you fail to comply with any term(s) of these Terms. Upon termination of the license, you shall cease all use of the rise.global Platform, and destroy all copies, full or partial, of the rise.global Platform. The termination of this licence will not affect your rights or remedies, or ours, for the period prior to termination, or those rights and obligations which the license intends, either expressly or by implication, to survive beyond termination.
YOU USE THE RISE.GLOBAL PLATFORM AT YOUR OWN RISK.
WHILE WE ENDEAVOUR TO ENSURE THAT THE INFORMATION ON THE RISE.GLOBAL PLATFORM ARE CORRECT, WE DO NOT WARRANT THE ACCURACY AND COMPLETENESS OF CONTENT ON THE RISE.GLOBAL PLATFORM OR THAT THE CONTENT AND TECHNOLOGY AVAILABLE FROM THE RISE.GLOBAL PLATFORM ARE FREE FROM ERRORS OR OMISSIONS, OR THAT IT WILL MEET YOUR INDIVIDUAL TASTES, PREFERENCES OR EXPECTATIONS.
WE MAY MAKE CHANGES TO THE RISE.GLOBAL PLATFORM OR THE CONTENT ON THE RISE.GLOBAL PLATFORM AT ANY TIME WITHOUT NOTICE. THE CONTENT ON THE RISE.GLOBAL PLATFORM MAY BE OUT OF DATE, AND IN THIS REGARD, WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.
TO THE EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF WHATSOEVER NATURE ARISING FROM THE USE OR INABILITY TO USE THE RISE.GLOBAL PLATFORM OR CONTENT PROVIDED FROM OR THROUGH THE RISE.GLOBAL PLATFORM.
THE RISE.GLOBAL PLATFORM IS SUPPLIED ON AN "AS IS" BASIS AND HAVE NOT BEEN COMPILED OR SUPPLIED TO MEET ANY USER'S INDIVIDUAL REQUIREMENTS. IT IS YOUR SOLE RESPONSIBILITY TO SATISFY YOURSELF PRIOR TO ENTERING INTO THIS AGREEMENT WITH US THAT THE SERVICES AVAILABLE ON OR THROUGH THE RISE.GLOBAL PLATFORM WILL MEET YOUR INDIVIDUAL REQUIREMENTS AND BE COMPATIBLE WITH YOUR HARDWARE AND/OR SOFTWARE.
INFORMATION, IDEAS AND OPINIONS EXPRESSED ON THE RISE.GLOBAL PLATFORM SHOULD NOT BE REGARDED AS PROFESSIONAL ADVICE OR OUR OFFICIAL OPINION AND YOU ARE ENCOURAGED TO CONSULT PROFESSIONAL ADVICE BEFORE TAKING ANY COURSE OF ACTION RELATED TO INFORMATION, IDEAS OR OPINIONS EXPRESSED ON THE RISE.GLOBAL PLATFORM.
SUBMISSIONS OF CONTENT (LIKE BIOS AND PROFILE IMAGES), POSTINGS OF ANY KIND TO THE RISE.GLOBAL PLATFORM AND E-MAILS SENT TO THE RISE.GLOBAL PLATFORM ARE NOT EDITORIALLY CONTROLLED BY US AND THEREFORE WE CANNOT BE HELD LIABLE (WHETHER IN DELICT, CRIMINAL, ADMINISTRATIVE OR OTHER LAW) FOR ILLEGAL OR UNCONSTITUTIONAL CONTENT (INCLUDING, BUT NOT LIMITED TO, DEFAMATORY OR HARMFUL CONTENT).
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO 10 UK POUNDS.
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES FOR ANY DAMAGES CAUSED BY:
ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS
ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY
IMPROPER OR UNAUTHORISED USE OF OUR SERVICES OR SOFTWARE
YOUR USE OF OUR PLATFORM OR SERVICES IN BREACH OF THIS AGREEMENT; OR
ANY REASONS BEYOND OUR REASONABLE CONTROL, FORESEEABILITY OR PREDICTABILITY.
WE AND OUR AFFILIATE COMPANIES WILL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
These Terms will apply to your use of the rise.global Platform until your access to the rise.global Platform are terminated by either you or us.
We may suspend or terminate your access to your account or any or all of the rise.global Platform: (i) if we reasonably believe that you have breached these Terms; (ii) if your use of the rise.global Platform creates risk for us or for other users of the rise.global Platform, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) if you fail to use the rise.global Platform for a prolonged period; or (iv) for any other reason in our sole and absolute discretion. Where reasonably practicable, we will give you notice of any suspension or termination.
Upon termination of your access to the rise.global Platform (in whole or in part), you will immediately permanently delete all copies of our software to which the termination relates and you will immediately cease accessing and using any such software.
Following termination of these Terms, we will only retain and use your Content in accordance with these Terms (in particular our Privacy Policy). Where we suspend or terminate all or part of your access, we do not guarantee that we will be able to return any of your Content back to you and we may permanently delete your Content without notice to you at any time after termination. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU REGULARLY BACK UP YOUR CONTENT.
These Terms are the sole record of the agreement between you and us, with neither party being bound by any express, tacit or implied representation or warranty not recorded in these Terms.
No agreement shall be concluded or amendment to these Terms effected merely by you sending a data message to the rise.global Platform or using our services.
rise.global may cede, transfer or assign its rights and obligations under the Terms to a third party without your consent.
You may not cede, transfer or assign your rights or obligations under the Terms to a third party without the written consent of rise.global.
If any provision of the Terms is or becomes unenforceable for any reason, then such provision will be treated as if it had not been included in the Terms to the extent that it remains unenforceable and shall not affect the validity of the remaining provisions of the Terms.
All provisions of these Terms must be treated as being qualified, to the extent necessary, to ensure that the relevant provisions of any applicable laws which may not be overridden or set aside by agreement are complied with.
The Terms are governed by and interpreted in accordance with the laws of England and Wales without giving effect to any principles of conflict of law, with you irrevocably consenting to the exclusive jurisdiction of the courts of England and Wales, in respect of all proceedings arising out of or pursuant to the Terms.
You agree that we may (but are not obliged to) intercept or monitor all communications sent or posted by you to the rise.global Platform or our employees. You agree that the consent provided herein by you satisfies any "writing" requirement prescribed in law.
rise.global Scorebooks are provided on a “Software as a Service” basis. The software and data is hosted for you on our servers and you pay a monthly fee to access the software and data. The monthly fee is non-refundable and payable in advance. You can cancel the service at any time with no further fees to pay.
Detailed Terms and Conditions
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our rise.global platform and services. By creating a Scorebook you are agreeing to these terms and conditions. You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future. These terms and conditions are available in the English language only. If you have any questions or complaints about our services, please contact us by writing to Leaderboarded Ltd, 5 Underwood Street, London N1 7LY or by email to hello@rise.global.
AGREEMENT:
1. Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Provider and the Customer for the provision of a new Scorebook on the Platform as a service, incorporating these terms and conditions, privacy policy, acceptable use policy, and any amendments to the Agreement from time to time;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 London time on a Business Day;
“Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement as set out in on our Pricing page;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the customer specified in the Statement of Services;
“Customer Confidential Information” means
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
(b) the terms and conditions of the Agreement;
(c) the Customer Materials.
“Customer Materials” all works and materials:
(a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and
(b) otherwise provided by the Customer to the Provider in connection with the Agreement;
“Documentation” means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used;
“Effective Date” means the date of execution of the Agreement;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period specified as such in the Statement of Services;
“Permitted Purpose” means running a Scorebook;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Platform” means the software platform known as www.rise.global that is owned and operated by the Provider, and that will be made available to the Client as a service via the internet under the Agreement;
"Scorebook" means a named account comprising data and users administrated on the Platform.
“Provider” means Leaderboarded Ltd a company incorporated in England and Wales (registration number 4275579) having its registered office at 5 Underwood Street, London, N1 7LY, UK;
“Services” means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;
“Statement of Services” means the document made available by the Provider to the Customer during the order process that specifies the identity of the Customer, and other matters relating to the Agreement;
“Support Services” means support and maintenance services provided or to be provided by the Provider to the Customer;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
“User(s)” means Customer’s employees, customers, prospects, independent contractors and/or agents who use the Platform or Services.
“User Data” means information, data and other content (including, without limitation, User generated content and User communications) provided by Users to Leaderboarded Ltd or to which Leaderboarded Ltd has access in the provision of the Services or through the use of the Platform (including without limitation information, data and other content which may be obtained from social media websites and services).
2. Agreement and Term
The Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and indefinitely thereafter, unless terminated earlier in accordance with Clause 13.
3. The Platform and the Scorebook
3.1 The rise.global Platform will automatically generate a Scorebook for the Customer promptly following the Effective Date, enabling the Customer to access the Scorebook.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive licence to use the Scorebook for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Scorebook may only be administrated by the named users ('Scorebook Administrators') identified in the Scorebook Settings, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;
(c) the Scorebook may only be administrated by the employees, agents and sub-contractors of the Customer and:
(i) where the Customer is a company, the Customer’s officers;
(ii) where the Customer is a partnership, the Customer’s partners; and
(iii) where the Customer is a limited liability partnership, the Customer’s members;
(d) the Customer must comply at all times with the terms of our Acceptable Use Policy set out on the Acceptable Use Policy page, and must ensure that all users of the Platform agree to and comply with the User Terms and the terms of that acceptable use policy.
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Scorebook or allow any unauthorised person to access or use the Platform;
(b) the Customer must not frame or otherwise re-publish or re-distribute the Scorebook;
(c) the Customer must not alter or adapt or edit the Scorebook save as expressly permitted by the Documentation.
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.7 The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer’s account.
3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.9 The Customer must not use the Platform:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4. Support Services and Upgrades
4.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform.
4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
5. Customer Materials
5.1 The Customer grants to the Provider a non-exclusive licence to store, copy and otherwise use the Customer Materials for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
5.2 Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
5.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person’s Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against the Provider or the Customer or any third party,
in each case in any jurisdiction and under any applicable law.
5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may:
(a) delete or amend the relevant Customer Materials; and/or
(b) suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.
5.5 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause 13.
5.6 The Customer acknowledges and consents that
(a) Leaderboarded’s access to and use and treatment of the User Data shall be governed by and subject to the provisions of Leaderboarded’s Privacy Policy, as it may be amended from time to time; and
(b) pursuant to the Privacy Policy Leaderboarded may use Derived Data and De-Identified Data.
6. Publicity
6.1 Both parties may publicise the use of the Platform via their own online channels including but not limited to web pages, blogs, twitter and linked in posts.
6.2 No formal announcements including but not limited to press releases may be made without the express consent of both parties.
6.3 By using the service you agree to be featured in the rise.global Users public gallery unless otherwise dictated by your privacy settings on the platform.
6.4 Any Scorebook generated using the platform must contain a visible ‘powered by rise.global’ notice wherever it is displayed. This should link back to www.rise.global on all digital versions of the leaderboard.
6.5 Any Scorebook generated using third party data must contain a visible ‘Platforms’ notice wherever it is displayed. This should link back to the third party data platform on all digital versions of the Scorebook.
7. Charges
7.1 The Provider will issue invoices for the Charges to the Customer in accordance with the provisions of our Pricing page.
7.2 The Customer will pay the Charges to the Provider within 30 days of the date of issue of an invoice issued in accordance with Clause 7.1.
7.3 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts.
7.4 Charges must be paid by bank transfer or by cheque (using such payment details as are notified by the Provider to the Customer from time to time).
7.5 If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 45% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily and be compounded quarterly); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7.6 The Provider may vary the Charges payable by giving to the Customer not less than 60 days’ written notice of the variation.
7.7 The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 7 days.
8. Warranties
8.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
8.2 The Provider warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Platform will perform in accordance with the Documentation (subject to any Upgrades);
(d) that the Platform will be hosted in accordance with the requirements set out in the Statement of Services;
(e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not infringe any person’s Intellectual Property Rights in England and Wales and under English law;
8.3 The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
(b) the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in the Statement of Services; and
(c) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
8.4 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
9. Indemnities
9.1 The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 5.3.
9.2 The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause 8.2(e).
10. Limitations and exclusions of liability
10.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:
(a) are subject to Clause 10.1;
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
10.3 The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
10.4 The Provider will not be liable for any loss of business, contracts or commercial opportunities.
10.5 The Provider will not be liable for any loss of or damage to goodwill or reputation.
10.6 The Provider will not be liable in respect of any loss or corruption of any data, database or software.
10.7 The Provider will not be liable in respect of any special, indirect or consequential loss or damage.
10.8 Neither party will be liable for any losses arising out of a Force Majeure Event.
10.9 Neither party’s liability in relation to any event or series of related events will exceed the greater of:
(a) £10; and
(b) the total amount paid or (if greater) payable by the Customer to the Provider under the Agreement during the 1 month period immediately preceding the event or events giving rise to the claim.
10.10 Neither party’s aggregate liability under the Agreement will exceed the greater of:
(a) £10; and
(b) the total amount paid or (if greater) payable by the Customer to the Provider under the Agreement.
11. Data protection
11.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
11.2 The Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.
12. Confidentiality
12.1 The Provider will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 12;
(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
12.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
12.3 The obligations set out in this Clause 12 shall not apply to:
(a) Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
(c) Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.
13. Termination
13.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
13.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
13.3 The Customer may terminate the Agreement by giving at least 30 days’ written notice of termination to the Provider, expiring at any time after the end of the Minimum Term.
13.4 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 60 days’ written notice of termination to the Customer.
13.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.
14. Effects of termination
14.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.5, 9, 10, 12, 14 and 17.
14.2 Termination of the Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.
14.3 Within 32 days following the termination of the Agreement, the Provider will
irrevocably delete from the Platform all Customer Confidential Information.
15. Notices
15.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by post, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).
The Provider:
Leaderboarded Ltd, 5 Underwood Street, London, N1 7LY, UK, accounts@leaderboarded.com
The Customer:
The addressee, address and email set out in the Statement of Services.
15.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by post, 48 hours after posting; and
(c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
16. Force Majeure Event
16.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
16.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
17. General
17.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
17.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
17.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
17.4 The Customer hereby agrees that the Provider may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
17.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
17.6 Subject to Clause 10.1:
(a) the Agreement and the acceptable use policy referred to in herein constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
17.7 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
