Terms and conditions for the supply of services

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1. Definitions:
1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).
3. Commencement Date: has the meaning given in clause 2.2.
4. Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
5. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
6. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
7. Customer: the person or firm who purchases Services from the Supplier.
8. Customer Default: has the meaning set out in clause 4.2.
9. Customer Materials Registration details, agreement to terms and conditions, updated offers and promotional details, point of contact, agreement to allow Tippzi coin tokens to be utilised.
10. Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
11. Deliverables: Online services
12. GDPR: General Data Protection Regulation ((EU) 2016/679).
13. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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.
14. Order: the Customer's order for Services placed by the Customer each time the Customer requests the Services via the Supplier’s website.
15. Services: the provision of an online platform delivered by a mobile application to allow a business to upload its own promotional material and offers, including the Deliverables.
16. Supplier: Tippzi Limited registered in England and Wales with company number 10548373.
17. Supplier Materials: has the meaning set out in clause 4.1(e).
1. Interpretation:
1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
2. 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.
3. A reference to writing or written includes fax and email.
18. Basis of contract
1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when the Client enters days for promotion and executes payment.  
3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's pamphlets or on its 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.
4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. No quotation shall given by the Supplier
19. Supply of Services
1. The Supplier shall supply the Services to the Customer each time an Order is placed by the Customer.
2. The Supplier reserves the right to amend the Services 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 Customer in any such event.
3. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. The Customer acknowledges that:
1. the Supplier is not offering the Services to the Customer on an exclusive basis, and is at liberty to offer the Services to others, including competitors of the Customer; and
2. the Supplier is making no guarantee neither does the Supplier imply that the provision of the Services will generate any business or increased profile for the Customer.
20. Customer's obligations
1. The Customer shall:
1. ensure that the terms of the Order are complete and accurate;
2. co-operate with the Supplier in all matters relating to the Services;
3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
5. comply with all applicable laws, including health and safety laws;
6. provide the Customer Materials; and
7. Ensure all details published about their offers are accurate and can be claimed by their clients. The Customers takes full and complete responsibility for any inaccurate information they publish, and do not hold Tippzi responsible in any way.
2. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
21. Charges and payment
1. The Charges for the Services shall be £1 per day plus vat for any whole or part day on or during which the Customer books to use the Services, payable in advance when the Customer places an Order.
2. The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
3. The Supplier shall invoice the Customer by email on the placement of each Order.
22. Intellectual property rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in the Customer Materials) shall be owned by the Supplier.
2. The Customer warrants (i) that is owns all Intellectual Property and other rights in the Customer Materials and that no third party has any right or interest in the Customer Materials or any part of them, and (ii) that it is entitled to grant the Supplier the licence in clause 6.3 below.
3. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials to the Supplier for the purpose of providing the Services to the Customer and for the Supplier to promote the Services as the Supplier in its sole discretion deems fit.
4. This clause 6 shall survive termination of the Contract.
23. Data protection and data processing
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
24.  
25.  
26. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding the amount paid for these services per claim. [The Supplier has been unable to obtain insurance in respect of certain types of loss at a commercially viable price.] The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
3. Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed The amount paid for these services  per Order. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
4. This clause 8.4 sets out specific heads of excluded loss:
1. Subject to clause 8.2, the types of loss listed in clause 8.4(b) are wholly excluded by the parties.
2. The following types of loss are wholly excluded:
1. Loss of profits
2. Loss of sales or business.
3. Loss of agreements or contracts.
4. Loss of anticipated savings.
5. Loss of use or corruption of software, data or information.
6. Loss of or damage to goodwill.
7. Indirect or consequential loss.
27.  
28.  
1. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
2. This clause 8 shall survive termination of the Contract.
29. Termination
1. Without affecting any other right or remedy available to it, either party may terminate the Contract by removing their listing from the site.
2. 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:
1. 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;
2. 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), 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;
3. 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
4. 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.
3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
30. Consequences of termination
1. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
2. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
31. General
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.
2. Assignment and other dealings.
1. The Supplier 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.
2. The Customer 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 the Supplier].
3. Confidentiality.
1. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination 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 11.3(b).
2. Each party may disclose the other party's confidential information:
1. to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
4. Entire agreement.
1. 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.
2. 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.
3. Nothing in this clause shall limit or exclude any liability for fraud.
5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
7. Severance. 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.
8. Notices.
1. 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 to the address specified Info@tippzi.com and marked Contract enquiry
2. Any notice or communication shall be deemed to have been received:
1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
2. 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; and
3. if 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 11.8(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.
3. 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.
9. Third party rights.
1. 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.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
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 law of England and Wales.
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.