Introduction
GoJoe App Limited is incorporated and registered in England with company number 11946519 whose registered address is at Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England L1 0AH and provides access to its mobile application service for social fitness and wellness engagement and any other domains, microsites or web pages maintained by or on behalf subject to the following terms and conditions.
These Terms and Conditions shall apply to the provision of our App for social fitness and wellness engagement platform. You should also read these Terms in conjunction with our Privacy Policy (
www.gojoe.com/privacy-policy) which forms part of the Terms.
These Terms and Conditions together with the Specific Terms, the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions. In the event of any inconsistency or conflict between the Specific Terms and the General Terms and Conditions, the Specific Terms shall prevail.
For all enquiries, questions, complaints or comments about GoJoe then please contact us on
info@gojoe.com
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:References to “
GoJoe”, “
we”, “
us” and “
our” should be construed as references to GoJoe App Limited.
App: GoJoe mobile application service and web-version for the provision of social fitness and wellness engagement platforms.
Booking Form: the Specific Terms document containing the order information for Services, Licence Type, Contract Length, Charges and any other commercial terms agreed between the parties
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Manager: the web-based platform used by Client-appointed administrators to manage the GoJoe App.
Challenges: the activity challenges set up in the App that may form part of the Deliverables and/or may be created by the Client or the Users from time to time.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between us and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression
change of control shall be construed accordingly.
Client: the individual or firm who purchases Services from GoJoe, as identified in the Booking Form.
Deliverables (or Services): the deliverables set out in the Booking Form produced by us for the Client.
Eligible Population: the number of employees that the Client will offer GoJoe Services to.
Fixed Licenses: the number of user licenses that will be provided to the Client.
GoJoe Rewards: our rewards scheme which is incorporated in the App and which is as described further in clause 4.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Inappropriate Content: such as but not limited to material, which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights
Licence Type: the type of user access model selected in the Booking Form, being either (i) All Eligible, whereby all eligible employees may access the App, or (ii) Fixed Licenses, whereby access is limited to a specified number of user licenses.
Order: the Client’s order for Services as set out in the Booking Form.
Overages: If the number of Unique Active Users exceeds the value for (i) All Eligible population or (ii) Fixed Licenses, the Client will be charged the Overage cost as stated in the Booking Form for each additional User. This will be charged per additional User and charged in arrears.
Premium Period: the period during which the Client has an active, paid subscription to the Services as specified in the Booking Form
Review Date: each anniversary of the Commencement Date.
Rewards Contribution: additional funding contributed by the Client to increase the Rewards Balance available for User redemptions, as further described in Clause 4.9
Services: the services, including the Deliverables, supplied by us to the Client as set out in the Booking Form.
Specification: the description or specification of the Services provided by us to the Client.
Supplier Materials: has the meaning set out in clause 5.1(c).
Term: the period commencing on the Commencement Date and continuing for the period specified in the Booking Form.
Unique Active User: is defined as a User who engages with the App in the Premium Period, including by opening, viewing content, logging activities or generally engaging with the App.
Users: any individual who:uses the App or Business Manager on behalf of the Client; orthe Client adds or invites to its organisation page within the App or Business Manager, or to any Challenges or groups that it may create.
User Content: any input to the App or Business Manager made by the Client or the Users.
Website: means https://www.gojoe.com/ and includes all databases, software, domain names, infrastructure, products and services that GoJoe offers, this includes all future versions and replacements of, and successors to, the site
1.2 Interpretation: (a) A reference to legislation or a legislative provision:is a reference to it as amended, extended or re-enacted from time to time; andshall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) 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.
(c) A reference to
writing or
written includes fax and email.
1.3 Modifications to the Terms and Conditions: We may make changes to the Terms and Conditions from time to time. A link to the most current Terms and Conditions will be available on the Website and should be checked regularly to ensure familiarity with the then current version.
2. Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Terms and Conditions.
2.2 The Order shall be deemed to be accepted when we commence provision of the Services or we circulate the Invoice or a signed contract is executed and dated or as agreed between us in writing (whichever is the sooner) and on which date the Contract shall come into existence (
Commencement Date) and will continue for the Term.
2.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures or on our App or Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by us shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
2.6 Each party represents and warrants that the person signing the Booking Form on its behalf has the necessary authority to bind that party to the terms of this Agreement.
3. Supply of Services
3.1 During the Term GoJoe shall:supply the Services to the Client in accordance with the Booking Form; andmake the App and Business Manager available to Users.The Services provided by GoJoe may consist of one or more of the following product types as selected in the Booking Form: (i) Challenge (One Off): a single, time limited (2 month) Challenge;(ii) Challenge (Annual): annual access to Challenge product, allowing Client to run multiple Challenges;(iii) Reward (Annual): annual access to Reward product, incorporating all of Challenge functionality, plus further premium features and access to Rewards product;(iv) Protect (Annual): annual access to combined insurance product, including all of Reward functionalityThe level of support provided by GoJoe shall be as selected in the Booking Form, which, alongside full access to 24/7 user support, may include:(i) Self Serve: Client manages all aspects independently via Business Manager; (ii) Challenge Assistant: Basic support for challenge setup;(iii) Challenge Manager: Dedicated support for challenge setup, strategy and management; (iv) Head Coach: Premium support including strategic consultation and optimization.
3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Booking Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 We reserve the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
3.4 We warrant to the Client that the Services will be provided using reasonable care and skill.
3.5 Save for any branding customisation featured within each, the App and the Business Manager are not bespoke to the Client. The Client acknowledges that the App and the Business Manager have not been developed to meet its individual requirements, and that it is therefore the Client’s responsibility to ensure that the facilities and functions of the App and the Business Manager meet the Client’s requirements.
3.6 We do not warrant that the operation of this App will be uninterrupted or error free, that defects will be corrected, or that the App or the server that makes it available are free of viruses or represent the full functionality, accuracy, and reliability of the App or Business Manager. In no event will we be liable for any loss or damage including, without limitation, loss of profits, indirect or consequential loss or damage, or any loss or damages whatsoever arising from use, or loss of use of, data, arising out of, or in connection with, the use of this App.
3.7 We are not responsible for any health problems that may result from any content, Challenges, products or events Users learn about through the App or the Business Manager.
If Users engage in any exercise programme received or learn about through GoJoe it is at the Users’ own risk and they are voluntarily participating in these activities. Users should obtain their own medical advice and a doctor’s consent to proceed with using GoJoe if they have any pre-existing medical issues.
3.8 Content found on the App or through the Business Manager is for informational purposes only and is not intended to replace the relationship between the Users and their doctors or other medical providers. We are not a licensed medical care provider and have no expertise in diagnosing, examining or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. The Client acknowledges the messaging to this effect within the onboarding process of the App, which the Users of the App are required to acknowledge and adhere.
3.9 Any advice or other materials on the App or within Challenges are intended for general information purposes only. Any output does not constitute medical advice, a diagnosis or a treatment plan. They are not intended to be relied upon and are not a substitute for professional medical advice based on the Users’ individual condition and circumstances.
The App does not provide medical advice or services. If you believe that you need medical advice you should contact a doctor or other medical practitioner. If you are having a medical emergency or require urgent medical care, you should call the emergency services immediately.
3.10 GoJoe is not responsible for the contents or reliability of any site to which it is linked and does not necessarily endorse the views expressed within them. Linking to or from this App should not be taken as an endorsement of any kind. We cannot guarantee that links will work all of the time and we have no control over the availability of the linked pages. We accept no responsibility for any consequences relating directly or indirectly to any action or inaction you take based on such information.
3.11 Access to the App and the Business Manager may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.
3.12 We reserve the right to remove content from the App and / or the Business Manager where we reasonably suspect such content uploaded by the Client or a User amounts to Inappropriate Content.
3.13 Product Add-Ons:
(a) The Client may select optional Add-Ons as specified in the Booking Form, which may include enhanced features, integrations, events, or extended access options.
(b) Add-Ons are subject to availability and additional charges as set out in the Booking Form. (c) Technical Add-Ons requiring integration (such as SSO or HRIS) may require additional implementation time and technical specifications to be agreed separately.
3.14 Third-Party Integrations:
(a) Where the Client selects technical integration Add-Ons (such as SSO or HRIS), the Client shall:
(i) provide GoJoe with necessary technical documentation and access;
(ii) ensure its systems meet GoJoe's provided technical requirements;
(iii) obtain necessary consents for data sharing with GoJoe.
(b) GoJoe shall use reasonable endeavours to implement integrations but does not warrant compatibility with all Client systems.
(c) Additional costs for complex or non-standard integrations may apply as agreed in writing.
3.15 Where the Client has selected the Friends & Family Add-On in the Booking Form, the Client may permit access to the App by family members and friends of its employees, subject to:(a) such users accepting GoJoe's standard terms of use;(b) the Client remaining responsible for all actions of such users;(c) any usage by Friends & Family users counting towards Unique Active User count for purposes of determining Licence utilization.
4. GoJoe Rewards
4.1 As part of its Services provided to the Client during the Term, we will provide Users with access to GoJoe Rewards, only where this optional feature has been expressly selected by the Client in the Booking Form or otherwise agreed in writing, where Users may accrue points for activities logged or certain behaviors within the App (the “
Points”).
The Points accrue in the User’s overall rewards balance (the
“Rewards Balance).
4.2 Upon accrual of a number of Points in the Rewards Balance as set by us in the App, the User may redeem their Points during the Term for a reward (the “
Rewards”) insofar as they have enough Points. Rewards may be comprised of tangible rewards including but not limited to gift cards which are available during the Term only (the “
Physical Rewards”). Physical
Rewards are facilitated to Users through our third party partner (the “
Physical Rewards Partner”).
4.3 All Rewards-related costs must ordinarily be funded by the Client, whether by (i) pre-funding; or (ii) paying such costs monthly in arrears, as agreed between the Parties. For the avoidance of doubt, GoJoe may, at its sole discretion, choose to fund or subsidise Rewards (in whole or in part) but shall have no continuing or future obligation to do so.
4.4 The Client shall be solely responsible for determining, accounting for and paying any taxes, employer obligations, reporting requirements or other fiscal liabilities arising from the provision, receipt or redemption of any Rewards, and GoJoe accepts no responsibility or liability for such taxes
4.5 You acknowledge and accept the following terms in regard to Physical Rewards:(a)
We make no representation or warranty as to the availability of any particular Physical Reward as this may change from time to time; (b)
Unless otherwise stated on the App, Physical Rewards are non-refundable and are limited for use in the territory of the Services only;(c)
You shall, and you shall procure that Users shall, only use Physical Rewards in accordance with any specific terms as notified by us to you;(d) You shall, and you shall procure that Users shall, not engage in any further onward supply of any Physical Rewards.
4.6 Points may only be redeemed from the Rewards Balance for Physical Rewards during the Premium Period and where the Client has provided sufficient funding, whether by pre-funding or payment in arrears, unless GoJoe has, in its discretion, agreed to fund or subsidise Rewards in accordance with clause 4.3. At our discretion, we may agree to roll over any unused funds for a User in the Rewards Balance into a new contract with you (the Client), but we cannot guarantee this.
4.7 In addition to our limitation of liability as set out at clause 9,
insofar as permitted under law, we are not liable for any physical damages or for loss of profit, loss of business, business interruption, or loss of business opportunity that you may incur as a result of, or in connection with, the Physical Rewards provided by the Physical Rewards Partner.
4.8 The
Client must notify GoJoe in writing before rollout to Users if it requires the following:(a)
to opt out of access to GoJoe Rewards for the Term; or(b)
to limit certain Rewards available to Users during the Term.
4.9 Where specified in the Booking Form, the Client may elect to contribute funding towards the Rewards Balance to increase the value of Physical Rewards available to Users. Such contributions shall be:(a) paid in accordance with the payment terms in Clause 6;(b) non-refundable once credited to the Rewards Balance;(c) subject to the terms of clause 4.6 regarding unused funds at end of Term.(d) provided either by pre-funding the Rewards Balance or by paying the cost of Rewards monthly in arrears, as agreed in writing between the Parties. For clarity, Rewards are ordinarily Client-funded, but GoJoe may, at its discretion, choose to fund or subsidise Rewards under clause 4.3.
4.10 We will provide the Client with details of the Rewards Balance, the number of Points earned/redeemed, and performance data upon written request.
5. Client’s obligations
5.1 The Client shall:co-operate with us in all matters relating to the Services;provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;keep all materials, equipment, documents and other property of the Supplier (
Supplier Materials) at the Client's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
5.2 The Client shall not:upload any Inappropriate Content to the App or the Business Manager;use the App or the Business Manager for any purpose other than as intended by us; oruse the App or Business Manager for any malicious or illegal activity or to distribute or share Inappropriate Content.
5.3 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by the Client or Client User or failure by the Client or Client User to perform any relevant obligation (
Client Default):without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays our performance of any of its obligations;we shall not be liable for any costs or losses sustained or incurred by the Client or Client User arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 5.3; andthe Client shall reimburse us on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
5.4 The Client shall indemnify and hold GoJoe harmless from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GoJoe arising out of or in connection with any breach of clauses 5.2 or 5.3(c). The aggregate liability of the Client shall always be limited to the total amount of annual Charges paid.
6. Charges and payment
6.1 The Charges for the Services shall be as set out in the Booking Form.
6.2 The Client acknowledges that GoJoe reserves the right to amend its pricing by notice in writing which, if amended, would not take effect during the Term but will take effect from the onset of any renewal of this Agreement (unless otherwise agreed). The Parties acknowledge that the Client is under no obligation to accept any increase in prices and that it shall have the right to terminate this Agreement pursuant to the termination provisions herein. For the avoidance of doubt, GoJoe shall not have the right to amend the pricing in respect of the Initial Fees or the Fee Balance,
and no pricing alterations shall come into effect until the end of the Initial Period at the earliest.
6.3 The Client shall pay each Invoice submitted by us:within 30 days of the date of the Invoice; andin full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.
6.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of any relevant duties or taxes which may be required to be paid by law (subject to the territory of the Client). Where any taxable supply is made under the Contract by us to the Client, the Client shall, on receipt of a valid Invoice from us, pay to us such additional amounts in respect of tax or other duties or charges as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 If the Client fails to make a payment due to us under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.7 The Client acknowledges that it shall be solely liable for any income tax, social security or any other similar form of tax or charge arising in connection with either (i) the provision of the Services or (ii) the use or enjoyment of the Services by a User (and, for the avoidance of doubt, the Client shall have no right of recourse against the Supplier in respect thereof).
7. Intellectual property rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by us.
7.2 We grant to the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables.
7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2
.
7.4 The Client grants us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to us for the term of the Contract for the purpose of providing the Services to the Client.
8. Data protection
8.1 At all times the parties shall comply with their data protection obligations as set out in all applicable data protection and privacy legislation to the extent that UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.
8.2 The obligation in 8.1 includes all applicable laws relating to data protection, the processing of personal data and privacy, including: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (EU GDPR) and UK General Protection Regulation (UK GDPR) , the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications), and any other data protection and/or privacy legislation applicable in the UK from time to time, (each as amended, updated, replaced or re-enacted from time to time and including all subordinate legislation made from time to time under or giving effect to the same) (together the Data Protection Legislation) and references to “Controller”, “Personal Data”, “Special Category Data”, “process”, “processing” and “supervisory authority” have the meanings set out in, and will be interpreted in accordance with, such applicable laws.
8.3 Each party is a Controller of the Personal Data it discloses or makes available to the other party and will process that Personal Data as separate and independent data Controller.
8.4 The parties consider that data sharing is necessary under this Agreement. The aim of the data sharing is to provide the Services, access to the App and Business Manager, process the Client’s payments for the Services and inform the Client about and manage the Challenges (the Agreed Purpose). The parties acknowledge that personal data shall be shared in connection with the Agreed Purpose (Relevant Personal data).
8.5 We will process the Client’s personal data in accordance with the Privacy Policy, the terms of which are incorporated into this Contract.
8.6 Each party shall:
(a)ensure that all the necessary notices, consents and lawful bases are in place to enable the lawful transfer of the Relevant Personal Data for the Agreed Purposes
(b)ensure that in each transfer there are legitimate grounds under Data Protection Legislation and are lawfully entitled to process and disclose the Relevant Personal Data; where the legal basis is consent there must be written evidence of that consent.
(c)ensure that there are appropriate internal procedures in place for the secure transfer of data which provide a level of security appropriate to the risk represented by the nature of Relevant Personal Data to be protected
(d)provide reasonable assistance as is necessary to enable the other party to respond to and comply with any requests or correspondence from a data subject or Information Commissioner’s Office including any subject access request, complaint, claim, right to be forgotten, right to rectification, right to object and to comply with any relevant request within the Data Protection Legislation statutory timescales
(e)assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators:
(f)notify the other party in writing if it receives any communication, complaint or enquiry that materially pertains to the other party from any third party whose personal data forms part of the Relevant Personal Data or any relevant supervisory authority in relation to the processing of the Relevant Personal Data
(g)notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation and shall each inform the other party of any personal data breach irrespective of whether there is a requirement to notify the ICO or any other supervisory authority or regulatory body or data subjects; and
(h)maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
9. Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
9.1 Nothing in this clause 9 shall limit the Client’s payment
obligations under the Contract.
9.2 Nothing in the Contract limits any liability which cannot
legally be limited, including but not limited to liability for:
(a)death or personal injury caused by negligence;
(b)fraud or fraudulent misrepresentation; and
(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.3 Subject to clause 9.2, we shall not have any liability to the
Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following arising under or in connection with this agreement (whether direct or indirect):
(a)loss of profits.
(b)loss of sales or business.
(c)loss of agreements or contracts.
(d)loss of anticipated savings.
(e)loss of use or corruption of software, data or information.
(f)loss of opportunity.
(g)loss of or damage to goodwill.
(h)harm to reputation; and
(i)indirect or consequential loss.
9.4 Nothing in this clause shall restrict or limit either party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this clause.
9.5 Both this clause 9 and clause 4.5, shall survive termination of the Contract.
10. Termination
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b)the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c)the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d)the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
10.3 Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between the Client and us if:
(a)the Client fails to pay any amount due under the Contract on the due date for payment;
(b)the Client becomes subject to any of the events listed in clauses 10.1(b) or 10.1(c), or
(c)we reasonably believe that the Client is about to become subject to any of them; andwe reasonably believe that the Client is about to become subject to any of the events listed in clause 10.1(d)
.
10.4 Right to renew: The Client shall have the right to renew this Agreement on the same terms as set out in this Agreement if they provide written notice of the same up to 60 days prior to the expiry of the Term. In the absence of any such renewal or agreement otherwise, this Agreement shall terminate upon expiry of the Term.
11. Consequences of termination
11.1 On termination or expiry of the Contract:
(a)the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid Invoices and interest and, in respect of Services supplied but for which no Invoice has been submitted, the Supplier shall submit an Invoice, which shall be payable by the Client immediately on receipt; and
(b)the Client’s accounts shall be deleted and its access to the App and Business Manager ended.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12. General
12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of us.
12.3 Confidentiality. (a) Each party undertakes that it shall not at any time, and for a period of two years after expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
(b) Each party may disclose the other party's confidential information:to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. 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 12.3; andas may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement. (a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its subject matter.
(b)Each party acknowledges that in entering into the Contract 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c)Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing in Variations section of the Booking Form and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.8 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email as documented within the Booking Form.(b) Any notice or communication shall be deemed to have been received:if delivered by hand, at the time the notice is left at the proper address;if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; orif 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. In this clause 12.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
