Terms of Service
Terms of Service (v1)
Terms of Service | Master Subscription Agreement | Professional Services Agreement | Data Processing Addendum
1 This Agreement (“Agreement”)
BETWEEN the “Parties”:
The entity agreeing to the terms herein (“Client”, “client”, “You”, “you” or “Customer”, “customer”) , including without limitation its subsidiaries
and
Lean Marketing Systems Limited (company number 07954570) whose registered office is at Granville Chambers, 21 Richmond Hill, Bournemouth, Dorset, United Kingdom, BH2 6BJ ("LMS").
By utilizing or accessing any portion of the Service, you hereby acknowledge that you have read, comprehended, and consent to abide by the entirety of these terms and conditions. Should you not agree with all of these terms and conditions, you are not permitted to use or access the Service. In the event that you are entering into this Agreement on behalf of a company, you affirm that you possess the authority to legally bind that company to the terms stated in this Agreement.
The terms of this agreement shall take precedence over the Schedules in the Appendices MSA, PSA, and DPA.
2 Effective Date
2.1 The effective date of this Contract shall be the first date of Customer's registration with Service Provider's platform or any affiliated service.
3 Recitals
3.1 LMS provides (“the Service”).
3.2 LMS is a software development and support agency which develops, hosts, and supports the Service. LMS also provides ad-hoc “Professional Services” to configure and customize the Service; and to resell and integrate third-party software and services.
4 Royalty-Free License
4.1 LMS grants Client a Royalty-free non-exclusive sub-licence to use the Intellectual Property (“IP”) within the Service.
4.2 All Intellectual Property Rights (“IPR”) in the Service shall vest in the owner of the Intellectual Property (“LMS”), including without limitation any enhancements requested by Client.
4.3 LMS shall not be obliged to maintain any Intellectual Property which in its opinion does not justify the expense of maintenance.
5 Service Description
5.1 Service Functionality shall be as described at help.campaigntracking.com/v3, and as updated from time to time.
5.2 The latest terms of Service are documented in Appendix Master Subscription Agreement (“MSA”) , and will be updated from time to time
6 Service Subscription
6.1 LMS will provide the Service over the internet, and will determine at its sole discretion how the Service is hosted and provisioned.
6.2 Client shall pay a Subscription fee specified at the time of ordering the Subscription to access the Service. Service fees are non-refundable once paid except as otherwise expressly provided in this Agreement
6.3 The minimum subscription period shall be 1 year, after which the Agreement will automatically renew indefinitely until Client gives notice.
6.4 Client may terminate at any time after the minimum subscription period with a minimum of 1 full calendar year’s written notice.
6.5 Not all functionality is included in the Standard Subscription. Additional modules and premium features shall be charged according to a price list to be updated from time-to-time.
7 Professional Services
7.1 Client may procure additional services from LMS. Such services will be requested in the form of a written “User Story”, and LMS will estimate their cost. If Client agrees to the cost, LMS will provide a Statement Of Work (“SOW”) which Client can use to place an order for the Professional Services.
7.2 The latest terms of Professional Services are documented in Appendix Professional Services Agreement (“PSA”) and will be updated from time to time.
8 Reseller Rights
8.1 Client shall not sell, resell, license, sublicense, distribute, or frame Services to a third party, subject to the terms of this Agreement, and subject to a valid order being accepted by LMS to provide such Services.
These terms are generic to most agreements, and should not require negotiation.
9 Payment
10 Confidentiality & NSA
The Parties agree:
10.1 To treat all information and data exchanged between the Parties which is not publicly available whether digital, written or verbal (the “Information”) as being strictly private and confidential and to take all measures to maintain its status as such.
10.2 To use and apply the Information solely for the purpose of using or providing the Service.
10.3 Save as may be required by law or other regulated authority not at any time to disclose either orally or in writing or otherwise make available any of the Information to any third party other than those employees and professional advisers who are required to receive and consider the Information as part of their job, or in using or providing the Service; in each case on the basis that they are made aware of, and are bound by the provisions of this undertaking.
10.4 Not to directly or indirectly use, exploit, sell or otherwise profit from the Information.
10.5 Not to make direct or indirect contact with any employees, customers or prospects of the other Party without prior written consent, except in the course of normal commercial business transactions that would have occurred notwithstanding divulgence of the Information.
10.6 These confidentiality clauses shall continue for the period of 36 months (3 years) from the date of receiving the Information, but shall not extend to any Information which can be shown to have been available publicly prior to the date of our receiving the Information.
10.7 To accept that no warranties are made as to the accuracy, completeness or relevance of any of the information and data relating to the Service.
11 Termination
11.1 See MSA: Term and Termination
12 Variation
12.1 The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
13 Severability
13.1 See MSA: General Provisions
14 Jurisdiction
14.1 The terms of this Agreement shall be governed by and construed in all respects in all respects in accordance with English law.
15 Data Protection
15.1 When using the Service, Client is the Data Controller, and LMS the Data Processor. As part of the Service, LMS may process personal data on behalf of Client. If LMS subcontracts data processing it will impose its obligations on the sub-processor, or use independently compliant sub-processors such as Microsoft Azure.
15.2 The latest terms of Service governing Data Protection are documented in Appendix Data Processing Addendum (“DPA”) and will be updated from time to time.
16 Document Standards
16.1 All numbered clauses shall be automatically numbered using a consistent style.
16.2 The document shall have a Title which shall be displayed in the document header. The Title shall contain the document name, version number and publication date.