This Client Agreement (“CA”) is made up of these Client Terms (the “Terms”) and the Order Form. The Order Form sets out further definitions and commercial terms for these Terms and the identity and details for OrderClix and of you.
THE PROJECT AND TIMING
a) the Initial Services up to the Launch Date to design, develop and deliver Your Order System and any related services or items agreed by you and OrderClix;
b) the Ongoing Services from the Launch Date plus any additional services agreed by you and OrderClix.
a) provide OrderClix with access to, and use of, all information, data and documentation reasonably required by OrderClix for the performance of its obligations under this CA;
b) provide timely decisions, instructions and approvals requested by OrderClix, as examples including only in relation to wording, images, themes, colours, design, functions, testing, acceptance or anything needed to produce or amend the Specification, the Services or Future Changes;
c) provide Your Materials to OrderClix to the extent and by the deadlines and in the formats agreed or specified by OrderClix to enable OrderClix to provide the Services.
d) obtain and maintain directly with the supplier any appropriate hardware, devices and internet connection required to use Your Order System (with OrderClix not having any responsibility for the supply or specification of these even if it provides example suggestions to you).
DEVELOPMENT OF YOUR ORDER SYSTEM
a) the Approval Tests are passed by you;
b) the Approval Tests are deemed to have been passed in accordance with sub-clause 3.4 or 3.5;
c) you use any part of Your Order System (or Your Order System with Future Changes if applicable) for any marketing or revenue-earning purposes or to provide any services or goods to third parties other than for test purposes.
LAUNCH DATE AND ONGOING SERVICES
a) use commercially reasonable endeavours to arrange and maintain approval, publication and hosting of Your Order System with the Host; you acknowledge however that the Host is a third party outside the control of OrderClix. Therefore, OrderClix cannot guarantee its initial or ongoing approval and may need to implement Future Changes required by the Host or any third party. If Your Order System is denied or subsequently rejected by the Host and no suitable replacement is found within a reasonable time, you may cancel the Ongoing Services but without refund for any costs or fees already incurred for Ongoing Services and Initial Services;
b) organise access for you to the Online Tools for managing Your Order System and its Contents (with the Third Party Products tools and software available being at OrderClix’s discretion and with OrderClix having no liability or responsibility for the availability, uptime or reliability of any of these);
c) suggest to you any updates, amendments, replacements or additions to Your Order System or its functionality that are advisable or required (at OrderClix’s discretion and without obligation to monitor or make any such suggestions) to address Vulnerabilities or to comply with requirements of the Host or a third party or to implement any Edits or Future Changes requested by you (in each case, subject to clause 6); you will be fully responsible for any consequences and liability if you decide not to instruct OrderClix to make Future Changes after any such suggestion by OrderClix;
d) make available to you (which may be by access to remote support and information including through Online Tools) reasonable amounts of support, help, guidance and consultation (or refer you to an appropriate adviser) in relation to Your Order System.
YOUR ORDER SYSTEM CONTENT AND YOUR MATERIALS
EDITS AND FUTURE CHANGES
FEES AND PAYMENT
a) information that the party is legally required to disclose by applicable law or authority of competent jurisdiction or whose disclosure is protected by law;
b) information properly in the party’s possession (with full right to disclose) prior to receipt from the other party;
c) information received from a third party permitted to disclose it;
d) information that is in the public domain other than by breach of this CA or other legal agreement.
WARRANTIES AND EXCLUSIONS
a) your use of the Services or Your Order System will be uninterrupted or error-free; or
b) the Services or Your Order System will be free from Vulnerabilities
c) the Services or Your Order System will comply with any specific cyber security requirements requested by you or resulting from legal or other requirements as a result of the nature of your business or services;
d) Your Order System or its Contents will comply with legislation (this is your responsibility subject to your own legal advice).
LIMITATION OF LIABILITY AND THIRD PARTY PRODUCTS
INTELLECTUAL PROPERTY RIGHTS
a) the Indemnitee promptly notifies the indemnifier in writing of the claim;
b) the Indemnitee makes no admissions or settlements without the indemnifier’s prior written consent;
c) the Indemnitee gives the indemnifier all information and assistance that the indemnifier reasonably requests;
d) the Indemnitee allows the indemnifier control over any litigation, proceedings, disputes and settlement of any action or claim.
a) process that Personal Data only on your written instructions unless legally required to do otherwise;
c) place similar obligations on any third-party processor or sub-contractor to the obligations on OrderClix in this clause 13.
TERM AND TERMINATION
a) the other party commits a material breach of any term of this CA and the breach is irremediable or (if remediable) is not remedied within 10 Working Days of notice to do so;
b) the other party fails to pay any amount due under this CA on the due date and remains in default for more than 5 Working Days after being notified to make such payment;
c) the other party suspends or ceases carrying on its business or a substantial part of it or states its intention to do so;
d) the other party does or purports to do any transfer or sub-licence of any of rights or licences granted under this CA other than in accordance with this CA;
e) the other party goes into liquidation or a winding up order or resolution is made in respect of it or it is unable to pay its debts when they fall due or any distress or execution is levied on or a receiver, administrative receiver or encumbrancer is appointed over any part of its business or it applies for a court order for a moratorium or makes any arrangement, voluntary arrangement or composition with any or all creditors or a petition is approved for an administration order to be made in respect of it;
f) the other party (or where more than one, any one of them) is unable or presumed unable to pay debts when they fall due or has a bankruptcy order made against them or an insolvency practitioner or receiver or similar official is appointed in relation to their affairs or over the whole or any part of their property or they enter into any arrangement, voluntary arrangement or composition with their creditors or any of them;
g) anything analogous to or having a similar effect to anything described in any part of sub-clauses 14.3.e) or 14.3.f) occurs or is likely to occur in the reasonable opinion of the unaffected party in the near future in relation to the other party or its business in any jurisdiction.
EFFECTS OF TERMINATION
a) you will cease using the Online Tools;
b) all licences granted by OrderClix and Services provided by OrderClix under this CA terminate immediately and you will no longer have any access to use Your Order System;
c) you will pay to OrderClix all sums owing to OrderClix together with any accrued interest.
ASSIGNMENT AND SUB-CONTRACTING
a) personally serving it on a party or hand-delivering it to the party’s current address for service (deemed received on service or hand-delivery);
b) sending it to the party’s address for service by signed-for delivery (deemed received when receipt is signed by or on behalf of the recipient); or
c) sending it by an electronic method that includes a valid digital or electronic signature (deemed received 24 hours after transmission or, if earlier, when the recipient received and opened it).
d) emailing it with a system for delivery receipt notification to the recipient’s designated email address for notices at the relevant time (deemed received when the sender receives a delivery receipt for the email).
INTERPRETATION AND GOVERNING LAW
means this client agreement including its Order Form, these Client Terms and any Schedules in each case as amended from time to time in accordance with the terms of this CA;
means information however transmitted, recorded or retained and whether oral, written or electronic that is confidential and is marked or notified as such or which would reasonably to be considered confidential because of the nature of the information or the circumstances of its disclosure;
means all words, images, logos, documents and downloadable items or other contents on Your Order System (which may include some or all of Your Materials) whether originating from you or from any third party or user;
means a change that requires no re-design of graphics, template, layout nor any additional pages;
means Eazi-Business Ltd, a company registered in England and Wales with registered number 08364226 and registered office at The Old School House, 65A London Rd, Oadby, Leicester LE2 5DN, UK or any replacement licensor under OrderClix’s agreement with them;
means the region and country where OrderClix has its address as set out in the Order Form;
means (in any format) each and all of OrderClix’s documents, materials, training materials, images, videos, instructions, precedents, standards and policies in each case as amended at any time by OrderClix;
means each and all of OrderClix itself, the OrderClix Licensor, and any master licensee or licensee of the OrderClix Licensor or licensor and anyone else licensed by OrderClix or any master licensee or associated company to trade under the OrderClix Licensor’s trading name or system of operation;
means the licensee member of the OrderClix Network as defined in the Order Form;
means the Setup Cost, Ongoing Services Fee, any fees for Edits not included in the Specification, fees for Future Changes, fees for any additional services such as provision or design of any other items such as logos or images and any other sums or fees payable from you to OrderClix under this CA;
means as set out in sub-clause 6.1;
means any third-party host for the Online Tools and any third-party host for Your Order System;
means the date set out as such in the Order Form;
means the initial services listed in the Order Form, as amended in the future in accordance with this CA;
means all intellectual property rights or ownership rights, including as examples only patents, copyright, database rights, design rights, inventions, trade marks, service marks, software rights, moral rights and all other intellectual property rights (in each case whether or not currently registered or capable of registration and all similar or equivalent rights or protections at any time in any part of the world);
means as set out in sub-clause 4.1;
means the monthly fee for your Ongoing Services as set out in the Order Form (or as changed in accordance with this CA) plus any additional fees agreed by you and OrderClix for the Ongoing Services;
means the ongoing services as set out in the Order Form (or as changed in accordance with this CA) plus any other services agreed by you and OrderClix to form part of the Ongoing Services;
means the internet based app specific to you plus any tools, websites or portals and any software available through them in each case as specified by OrderClix that you are licensed to log into all or part of (depending on your Services) including to manage the Contents or Your Materials on Your Order System;
means each order form document for services signed by you with a member of the OrderClix Network subject to these Client Terms and stated to form part of this CA;
means the proposal for services related to Your Order System sent to you by OrderClix prior to or on the date of this CA;
means any sales tax or services tax or digital tax or other similar or applicable tax (for example VAT in the United Kingdom) applicable at your location or in the OrderClix Location or anywhere else at the time in relation to the supply or sale of goods or services to the extent applicable to the Services or any sums due;
means the Initial Services, the Ongoing Services and the services for any Edits or Future Changes in each case as amended from time to time in accordance with this CA;
means the specification as set out in the Order Form (or if not set out there, then as set out in the Proposal which may be referred to as “Project Scope” or other name) but as amended at any time by agreement in accordance with this CA;
means the date set out as such in the Order Form;
means the period from the date of this CA until it is terminated in accordance with its terms;
means devices, products, services or materials supplied or provided by third parties, including (as examples only) any devices on which you install, use or display Your Ordering System, publishing and hosting services by the Host for those and provision of the Online Tools by their Host;
means anything (whether inherent or as a result of third party actions) that results in a negative impact to the confidentiality, integrity or availability of Your Order System;
means Monday to Friday in the OrderClix Location excluding public holidays in the OrderClix Location;
means and refers to the person or company set out as such in the Order Form and “your” means of that person or company;
means materials in any format that you provide for incorporation in Your Order System that are not OrderClix Materials;
means the customer ordering system to be created for you by OrderClix in accordance with this CA.
© Eazi-Business Ltd 2020 – no copying permitted