FEEFO HOLDINGS LIMITED (Registered in England & Wales) Feefo Barn, Heath Farm, Heath Road East, Petersfield, Hampshire, GU31 4HT, Company No. 07191962 VAT No. 991 2286 96 and The Client whose details are set out in the Schedule
TERMS AND CONDITIONS relating to the provision of MARKET RESEARCH AND CONSUMER FEEDBACK SERVICES
(A) Feefo has skill, knowledge and expertise in the collation, presentation and analysis of consumer feedback, market research and reputation management, particularly in relation to businesses with a strong online presence.
(B) The Supplier operates a business in which customer email addresses are held and linked to a sale or other business transaction. Feefo operates a website on which feedback can be displayed through which customers interact with the Supplier and wishes to subscribe for the Services.
1.1 In these Terms and Conditions, defined terms shall have the meanings set out below:
DEFINED TERM MEANING
1.2 Clause and schedule headings do not affect the interpretation of this Agreement.
1.3 A reference to a clause or a schedule is a reference to a clause of, or schedule to, this Agreement. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this agreement.
1.4 A person includes a corporate or unincorporated body.
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 A reference to one gender includes a reference to the other gender.
1.7 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 Writing or written includes faxes but not e-mail.
1.9 Where the words include(s) including or in particular are used in this agreement, they are deemed to have the words “without limitation” following them.
1.10 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.11 Other and otherwise are illustrative and will not limit the sense of the words preceding them.
2.1 During the Term, or until this Agreement is terminated by either of us in accordance with these Terms and Conditions, Feefo will supply the Services to you and you will comply with your obligations under the Terms and Conditions.
2.2 The expiration or termination of this Agreement will not affect the accrued rights or obligations of either of us arising prior to such expiration or termination.
2.3 This Agreement is for 12 months from the commencement date and with a minimum notice period of 3 months at any time after 9 months’ continuous membership.
3.1 You will provide us with the Consumer Details for all relevant transactions within a period of one month of the transaction date, and throughout the term of the contract.
3.2 You will ensure that the Consumer Details are accurate and error free as far as is reasonably possible.
3.3 We will use the Consumer Details to send one email only asking for Feedback. We will not make further contact with any Consumer except:
3.3.1. with the previous written consent of you and/or the Consumer;
3.3.2. where details of that Consumer have been provided to us by a third party;
3.3.3. as required by law or by any court, tribunal or administrative body of competent jurisdiction; and/or
3.3.4. to inform the Consumer of a response you have made to his/her comments; and/or
3.3.5. for the purpose of satisfying our obligations under these Terms and Conditions.
3.4 If you decide to continue the contract after the trial period, then you will display the Feefo Logo together with the Feefo Rating on the Supplier Website as prepared by Feefo on a daily basis. You may also opt to have the feedback sent to your site, provided that you clearly indicate that this is independent feedback gathered by Feefo. Positioning of such logos is at the discretion of the supplier.
4.1 During the Term you will ,where there are fees due, pay the Fee to us on each Payment Date in full without any deduction (whether by way of set-off, counterclaim, discount, abatement or otherwise) unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
4.2 If you fail to pay us any sum due under these Terms and Conditions you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. In addition, we reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.1 We will maintain the availability of the Feefo Website for not less than 99.8% of the time taken as an average of the Term. Should Feefo ‘go down’ at any point for an extended period of time, the Supplier retains the right to take down the logos down until the Feefo site is available.
5.2 In calculating the ‘down’ period, the time that the Feefo Website is unavailable due to maintenance and upgrades will not be part of the calculation.
5.3 We reserve the right to make the service unavailable at any time for the purposes of maintenance and upgrades but, except in the case of emergency, we will give you reasonable notice of any maintenance or upgrades that we will be undertaking and as far as reasonably practicable ensure that these take place during the times of lowest usage of the Feefo Website.
6.1 You agree and acknowledge that we may publish any and all Feedback on the Feefo Website for up to 2 years from the date we receive it for as long as the Supplier retains a contractual relationship with Feefo. Upon termination, Feefo will remove the supplier and all references to the supplier other than on the grapevine service, which is an unmoderated blog space. This applies particularly during the trial period. If you decide to terminate during this period, the feedback will be removed immediately.
6.2 You agree to hold harmless and indemnify us against any and all claims arising as a result of our publishing the Feedback on the Feefo Website.
6.3 You will have the right to publish a Response to any Feedback posted on the Feefo Website and any reply, or a link to it, will be displayed with reasonable prominence and proximity to the relative Feedback.
6.4 We will publish any Response on the Feefo Website and display the Response and/or a link to it with reasonable prominence and proximity to the relative Feedback.
6.5 You will ensure that any Responses are true and accurate and not misleading in any way and do not contain any material that may be construed as offensive, defamatory or unlawful.
6.6 We reserve the right to terminate the agreement if we have reason to believe that you have been selective in sending us details of sales in such a way that our site presents a misleading view of your customers’ satisfaction.
7.1 You and we are each registered under the Act and each of us will at all times comply with the Act.
7.2 We will not provide any Consumer Details to any third party except:
7.2.1. if such details have been provided to us independently by a third party or the relevant Consumer and we have the consent of the relevant Consumer; or
7.2.2. as required by law or by any court, tribunal or administrative body of competent jurisdiction.
8.1 Either of us may assign all rights, title and interest under this Agreement to any other person in connection with a corporate re-organisation or to any successor in title to the business of either of us (as the case may be).
8.2 Should any assignment occur, You may, at that time, cancel this agreement. Otherwise, following any assignment each of us agrees to be bound by the terms of this Agreement in relation to any such assignee as if such assignee had been a party to this Agreement but the assignor will remain liable for any outstanding obligations under this Agreement.
9.1 We reserve the right to defer the delivery of any of the Services if we are prevented from or delayed in the provision of the Services due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days you will be entitled to give notice in writing to us to terminate this Agreement.
10.1 All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax to the address specified in the Schedule.
10.2 Communications shall be deemed to have been received:
10.2.1. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
10.2.2. if delivered by hand, on the day of delivery; or
10.2.3. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
11.1 Either party may terminate this Agreement forthwith if:
11.1.1. the other fails to pay any sum due on or before the due date and the party wishing to terminate has given the party in default 14 days` written notice requiring payment and the party in default has failed to pay in the 30 day period; or
11.1.2. the other does anything which in the reasonable opinion of the party wishing to terminate brings or is reasonably likely to bring the party wishing to terminate into disrepute; or
11.1.3. a resolution is passed for the voluntary or compulsory liquidation of the other or a receiver is appointed over all or part of its business or if the other is an individual has a bankruptcy petition presented against him or her.
11.1.4. on the initial payment, the supplier may cancel within 7 days, in which case any money paid will be refunded in full.
11.2 On the termination of this Agreement pursuant to clause 11.1 all rights of either party to make use the name and/or logo of the other shall immediately cease.
11.3 On termination under clause 11 both parties shall promptly account to the other for all payments due in accordance with this Agreement and the rights of both parties under this Agreement shall continue during that period.
12.1 Both parties agree to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of any information relating to the other`s business affairs or finances where knowledge or details of the information was received pursuant to this Agreement.
12.2 The obligations of confidence referred to in this clause shall not apply to any confidential information which:
12.2.1. is in the possession of and is at the free disposal of the other or is published or is otherwise in the public domain prior to its receipt under this Agreement; or
12.2.2. is or becomes publicly available on a non-confidential basis through no fault of the receiving party; or
12.2.3. is received in good faith by the receiving party from a third party who on reasonable enquiry claims to have no obligations of confidence to the disclosing party in respect of it and imposes no obligations of confidence upon the receiving party.
12.2.4. The parties agree that the terms and fact of this Agreement are and shall remain confidential.
13.1 These Terms and Conditions including the Schedule constitutes the entire agreement between us in relation to the subject matter of this Agreement and shall supersede all prior provision, agreements, arrangements and understandings relating to the same.
13.2 Each of us acknowledges that:
13.2.1. in entering into this Agreement we have not relied on, and shall have no remedy in respect of, any representation (whether negligent or otherwise) made to us by any person (whether or not a party to this Agreement) which is not expressly set out or referred to in this Agreement; and
13.2.2. nothing in this clause shall operate to exclude or restrict any liability for fraudulent misrepresentation.
14.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14.2 No amendment or addition to this Agreement shall be made unless made in writing and executed by the parties.
14.3 The parties are not partners nor joint venturers nor is either party entitled to act as nor represent itself as agent for the other nor to pledge the other`s credit.
14.4 Any notice to be served on any of the parties shall be sent by pre-paid recorded delivery or registered post to the address above (or such other address as may be advised from time to time) and shall be deemed to have been received on the third business day following posting.
14.5 Each right or remedy under these Terms and Conditions is without prejudice to any other right or remedy whether under these Terms and Conditions or not.
14.6 If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Terms and Conditions and the remainder of such provision shall continue in full force and effect.
14.7 Any failure or delay by either of us in enforcing any provision of these Terms and Conditions will not be construed as a waiver of any rights under them.
14.8 Any waiver by either of us of any breach of, or any default under, any provision of these Terms and Conditions will not be deemed a waiver of any subsequent breach or default and shall in no way affect the rest of the Terms and Conditions.
14.9 The formation, existence, construction, performance, validity and all aspects of the Agreement will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.