Terms & Conditions
Last updated: 24th October 2022
Standard Terms and Conditions
These Standard Terms and Conditions apply to all our contracts that we, About Loyalty Limited, 377-399 London Road, Camberley, Surrey, England, GU15 3HL Company No. 09444198, (“About Loyalty” or “we”) enter into with you, the customer. References to ‘We both’ shall refer to About Loyalty and you, the customer. Each contract shall be governed by these Standard Terms and Conditions and is referred to throughout these Standard Terms and Conditions as ‘the Contract’.
These Standard Terms and Conditions, together with the Proposal and the Standard Data Protection Terms (where applicable), provide the complete and exclusive terms and conditions of each Contract. No other statements (verbal or written) form part of the Contract, unless we have expressly agreed otherwise with you in writing. To the extent permissible by law, we will not accept any responsibility for any representation made to you before entering into any Contract unless it is set out in the specific terms relating to that Contract. Nothing in this clause shall limit or exclude any liability for fraud.
1. Purpose of Contract
We agree to supply you with the work and/or services expressly set out in the Proposal in accordance with these Standard Terms and Conditions and any other specific terms we have agreed.
Our business relationship together is based on mutual confidentiality.
We both agree to keep all information we obtain about the other's business affairs in the course of this Contract entirely confidential. This includes, but is not limited to, all and any expertise, trade secrets, methods of operation, know-how and also any other information expressly stated to be confidential. We both also agree that it includes information or knowledge that either of us gained during the discussions/negotiations that took place before we entered into the Contract.
We both agree there are three exceptions to our commitment to keep information confidential:
a. knowledge about the other that is commonplace or obvious;
b. knowledge that either of us had before we started the discussions/negotiations which lead to the Contract, or that is in 'the public domain' (other than as a result of a breach of confidentiality);
c. and anything that has to be disclosed to a third party at law because of any legal or regulatory obligation or requirement.
We both agree to take all due care and to take all reasonable efforts to ensure that our employees, agents, partners and sub-contractors adhere to this obligation of confidentiality.
3. Data protection
The acceptance of these Standard Terms and Conditions also indicates acceptance of the Standard Data Protection Terms referred to in the Proposal.
4. Copyright and intellectual property rights
No title to, rights in or ownership of any Intellectual Property Rights in or to the software, analysis methodologies and algorithms, reporting or documentation or any other deliverable used by About Loyalty or generated by or on behalf of About Loyalty, or any part thereof, is conferred by this Agreement. In particular, you agree and acknowledge that all Intellectual Property Rights in the software, analysis methodologies and algorithms, reporting and documentation any other deliverable, whether developed or generated before or after entering into this Contract, shall belong to About Loyalty exclusively and you shall not do anything which might bring into question our ownership of those rights or their validity.
We agree and acknowledge that you shall retain all rights, in any Intellectual Property Rights owned or licensed by you prior to entering into this Contract. You hereby grant to About Loyalty a non-exclusive licence to any of your Intellectual Property Rights that are necessary to enable us to perform our obligations under the Contract.
You shall not copy or reproduce in any form, any of the reports or data or other deliverables: (a) which have been provided to you by About Loyalty, or (b) to which you may access by way of on-line portal or otherwise. You may not publish or otherwise disclose to any third party any reports, data and other deliverables.
You may only use any report, data and deliverables generated by About Loyalty or otherwise provided to you for your own internal purposes during the term of the Contract.
You may not ‘reverse engineer’ any of the software programs or algorithms used by or on behalf of About Loyalty, or otherwise provided to you under the Contract, nor any other aspect of the results, responses, scores and analysis provided to you under the Contract, in any circumstances whatsoever.
For the purposes of this clause, Intellectual Property Rights shall include: patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or 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.
We will invoice you in accordance with the specific terms agreed in the Proposal. In the event that no specific terms are agreed we shall invoice you monthly in arrears for all work carried out in the immediately preceding month.
All travel and accommodation expenses will normally be charged to you separately at cost.
We reserve the right to invoice in advance where we need to obtain material or software or other services from third parties.
In the event the Contract is terminated by you we shall invoice in full for the entire project unless terminated in accordance with clause 10, when no further sums will be payable after the written notice of termination.
All invoices must be paid in full without any deduction, set-off or withholding (except as required by law) within 30 days from the invoice date. If payment is not received within 30 days, we reserve the right to suspend (or cancel) all our contracts with you immediately, and/or charge you interest at 4% above the Bank of England’s base rate, but at 4% a year for any period when that base rate is below 0%.
You also agree to pay all surcharges which are levied on us because of your late payment.
We both acknowledge there are some circumstances where the price may increase from that quoted. These are:
a. if any delay on your part leads to increased costs;
b. if you fail to provide data in the correct format which results in higher costs without remedying this within 14 days of being notified of the issue;
c. if we have to handle or store any materials which you supply; and
d. if there are any changes in the law which result in extra costs to work that we have already started.
If there is an increase in price for any of the above reasons we will notify you in writing of the increase together with details of the reason for the increase.
Our quoted prices do not include VAT (or any other applicable sales related tax) or any costs of delivery, which will be added at the appropriate rate.
8. Liability and Indemnity
8.1 Nothing in the Contract shall limit or exclude About Loyalty’s liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
d. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
e. defective products under the Consumer Protection Act 1987.
8.2 Subject to Clause 8.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
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 or damage to goodwill; or
g. any indirect or consequential loss, even if such a loss was reasonable foreseeable or we had been advised of the possibility of you incurring such loss.
8.3 Subject to Clause 8.1, About Loyalty's total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid under the Contract.
8.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, and any other terms and conditions, warranties or representations not expressly set out in this Contract including any implied (by statute or otherwise) are, to the fullest extent permitted by law, excluded from the Contract.
8.5 You shall indemnify, defend and hold harmless About Loyalty, and our employees, agents and subcontractors against and from all liabilities, damages, losses, costs and expenses, including legal costs (on a full indemnity basis) arising out of or in connection with any breach of your obligations set out in clause 4 above.
9. Force Majeure
Neither party is liable to the other for failure to perform the obligations described in the Contract if the failure is due to unforeseen circumstances, which are beyond its reasonable control.
10. Term and Termination
10.1 Either party may terminate the Contract immediately on written notice, if the other materially breaches any of the terms of this Contract and, if the breach is capable of remedy, fails to remedy the breach within 30 days of receiving notification in writing specifying the breach.
10.2 Either party may also end the Contract immediately, by giving notice in writing, if the other:
a. convenes a meeting of its creditors; or
b. becomes insolvent; or
c. is unable to pay its debts; or
d. has an administrative receiver (or receiver, or administrator) appointed over its assets or business; or
e. is the subject of a petition presented to put it into liquidation; or
f. if any event analogous to any of the foregoing shall occur in any jurisdiction in which the other party is incorporated, resident or carries on business; or
g. is subject to a change of control.
10.3 Termination of the Contract will have no effect on any rights of either of us, which arose, on or before termination.
10.4 At the end of the Contract, or following termination for breach pursuant to this clause above, About Loyalty will cease to perform our obligations under the Contract, and we will each, if requested by the other, return (or destroy) all copies, forms and parts of any software, data, and any other documentation, which the other has provided during the course of the Contract, and also any Personal Data provided in accordance with the Data Protection Legislation, as defined in the Standard Data Protection Terms. We will each do this within 30 days of receiving a written request from the other and confirm that it has been done, in writing. Notwithstanding the aforesaid, for the avoidance of doubt, About Loyalty may retain electronic copies of any data used or generated pursuant to the Contract, including survey response scores and analysis provided such data is anonymised and does not incorporate any Personal Data, and About Loyalty may use such response scores and analysis for the purposes of conducting future analysis and/or benchmarking.
10.5 Clauses 2,4, 5, 8 and 11 shall survive termination of the Contract.
11.1 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.
11.2 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).
11.3 Any notice or other communication shall be deemed to have been received:
a. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
b. 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 at the time recorded by the delivery service;
11.4 This clause 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.
11.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.6 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 breach or default. 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.
11.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
11.8 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.
11.9 Except as set out in this Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
11.10 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 law of England and Wales.
11.11 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.