1. Introduction

1.1 These Terms are a contract between you and JEREMY PLACE LIMITED a company registered in England and Wales with company number 03313372 and registered office at Ground Floor, The Maltings, Locks Hill, Rochford, SS4 1BB (we, us).

1.2 References to you or your are to the organisation identified on the Commercial Terms Sheet. The person who signs the Commercial Terms Sheet confirms that it has your  authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.

1.3 The Commercial Terms Sheet is incorporated into and forms part of these Terms.

2. Definitions and Interpretation

2.1 In these Terms, the following words have the following meanings:

  • Clients: visitors to your Venues;
  • Commercial Terms Sheet: the document attached to these Terms setting out the commercial details agreed between the parties;
  • Covid-19 Guidance: the guidance issued by the UK Government for Keeping workers and customers safe during COVID-19 in restaurants, pubs, bars and takeaway services;
  • Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679;
  • Digital Platform: our online platform that enables your Clients to scan a QR Code and provide their Personal Data to us so that we can store it for you to comply with the relevant track and trace requirements of the Covid-19 Guidance;
  • Fee: the fees due in accordance with the Commercial Terms Sheet;
  • Personal Data: shall have the meaning given to it in the Data Protection Legislation;
  • QR Code:  the  quick response code we provide to you;
  • Venues:  the venues identified in the Commercial Terms Sheet.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 The headings shall not affect the interpretation of these Terms.

2.4 References to Conditions are references to the numbered provisions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

2.7 A reference to a statute or statutory provision 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.

3. Licence to Digital Platform

3.1  We grant you and your Clients the right to access and use the Digital Platform for each of the Venues. This right is non-exclusive, non-transferable and limited by and subject to restrictions set out in these Terms.

3.2 You shall maintain  the confidentiality of the credentials used to access the Digital Platform and you shall not permit or assist anyone else to access the Digital Platform through your credentials.

3.3 The Digital Platform must not be used for any unauthorised or unlawful purpose. In particular, you agree not to:

  • try to gain unauthorised access to any networks, servers or computer system connected to the Digital Platform;
  • make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Digital Platform;
  • reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Digital Platform save to the extent expressly permitted by law and not capable of exclusions;
  • attempt to interfere with the proper working of the Digital Platform; and/or
  • use or access the Digital Platform to build or support, and/or assist a third party in building or supporting, products or services competitive to us.

3.4 We  may freely use any anonymous data that we learn, acquire or obtain in connection with any use of the Digital Platform in order to improve, review and analyse our services and business generally and for research and statistical purposes.

4. Availability of Digital Platform

4.1 We shall use reasonable endeavours to make the Digital Platform available at all times, but you acknowledge that there may be occasions when access to the Digital Platform may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.   You should promptly report any fault in access to the Digital Platform to us and we shall endeavour to remedy the fault as soon as reasonably practical

4.2 You shall not act in a way which could risk overloading, impairing or damaging access to the Digital Platform and supporting infrastructure. If at any time your access to and/or use of the Digital Platform is excessive and as a result impacts on other users’ ability to access the Digital Platform, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use.  We reserve the right to increase the Fee due to any such excessive use.

5. Fees and Payment

5.1  The Fee is exclusive of value added tax which is therefore due in addition.  The Fee is calculated and due in accordance with the Commercial Terms Sheet.

5.2 We may increase the Fee on at least 30 (thirty) days’ written notice to you.

5.3 All invoices are due within 30 (thirty) days of receipt.  If any payment is not received in full and cleared funds without set-off, deduction, withholding or counterclaim by the due date we may:

  • suspend your use of the Digital Platform; and
  • charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Clients

6.1 You must display the QR Code at your Venues and assist a Client to scan the QR Code where necessary.  You determine whether all or just one Client within a group of individuals is required to scan the QR Code.

6.2 For each Client who scans a QR code, we shall enable the Client to upload Personal Data to our Digital Platform.  On receipt of the Personal Data we shall issue the Client with a check-in code.  The check-in code will change daily to enable you to identify which Client has provided their Personal Data to the Digital Platform.

6.3 We are the controller (as such term is defined in the Data Protection Legislation) of  Clients’ Personal Data and accordingly, we shall process Clients’ Personal Data in accordance with our obligations as a controller under the Data Protection Legislation and in accordance with our privacy policy.  We shall not provide Clients’ Personal Data to you unless we are permitted to do so under the Data Protection Legislation.

6.4 We are not responsible for any act or omission of a Client, including any false information provided by the Client.

7. Termination

7.1 Access to the Digital Platform starts on the Start Date set out in the Commercial Terms Sheet.   You may terminate your access to the Digital Platform at any time, provided that the Fee shall remain due for all access to the date of termination.

7.2 We may terminate your access to the Digital Platform on 30 (thirty) days’ written notice at any time, or with immediate effect if:

  • you commit any material breach of any of the terms of these Terms (including failure to pay the Fee when due) and if such breach is capable of remedy, you fail to remedy that breach within 7 (seven) days of being notified of the breach; or
  • you enter into liquidation compulsorily or voluntarily or compounds with your creditors or have an administrator, receiver or administrative receiver appointed over all or any part of your assets or take or suffer any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

8. Warranties and Liability

8.1 We warrant that we will provide access to the Digital Platform using reasonable skill and care and in accordance with the track and trace requirements of the Covid-19 Guidance. It remains your responsibility to comply with all other provisions of the Covid-19 Guidance.

8.2 We warrant that we will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption and put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet our statutory responsibilities.

8.3 Except as set out in these Terms, and to the extent permitted by law, no representation, warranties and/or conditions are given or assumed by us in relation to the Digital Platform, and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms.

8.4 We shall not be liable to you for:

  • loss of profits;
  • loss of business;
  • loss or corruption of data or information;
  • business interruption or wasted expenditure;
  • loss of or wasted staff or management time; and/or
  • any kind of special, indirect, consequential loss or pure economic loss.

8.5 Our total liability to you for all claims or series of claims under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid by you in the 3 (three) months preceding the date the claim arose.

8.6 Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.

9. Force Majeure

9.1 For the purposes of this Condition 9, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.

9.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

10. General

10.1 We may from time to time send any important notices by email.  Such notices may relate to matters including changes to these Terms and increases to our Fees.

10.2 We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business.  If this happens, we will notify you in writing.  Your  rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.

10.3 You may not transfer your obligations and rights under these Terms without our express prior written permission.

10.4 These Terms are between us and you.  They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

10.5 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then such provision shall be deemed severed from the remainder of these Terms.  The remainder of these Terms shall be valid and enforceable.

10.6 No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

10.7 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.

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