AideCRM – Terms of Service

Pipe Media publishes and maintains AideCRM, a cloud-based CRM service for community and voluntary organisations. The Customer requires such a service to facilitate its day-to-day operations. Pipe Media and the Customer therefore wish to enter into a contract for the provision of the AideCRM service in accordance with and on these Terms of Service.

These Terms of Service form part of the Agreement. In addition to these Terms of Service, the Agreement incorporates the following documents:

• the Service Specification (https://pipemedia.co.uk/aidecrm/service-specification);
• the Acceptable Use Policy (https://pipemedia.co.uk/aidecrm/acceptable-use-policy);
• the Service Level Agreement (“SLA“) (https://pipemedia.co.uk/aidecrm/sla); and
• the Data Processing Agreement (“DPA“) (https://pipemedia.co.uk/aidecrm/dpa).

Agreement

1. Definitions
   1. In addition to the words and phrases defined elsewhere in the Agreement, in these Terms of Service:
      “Acceptable Use Policy” means the acceptable use policy referenced in the preamble to these Terms of Service, as it may be updated from time to time in accordance with Clause 23.4;

      “Account” means an account enabling a person to access and use the Subscription Services, including administrator accounts and user accounts used by the Customer, but excluding volunteer accounts accessed through the API;

      “Agreement” means the agreement incorporating these Terms of Service, the Service Specification, the Acceptable Use Policy, the SLA and the DPA, and any amendments to the Agreement from time to time;

      “API” means the application programming interface for the Subscription Services published and maintained by Pipe Media;

      “Business Day” means any weekday other than a bank or public holiday in England;

      “Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

      “Charges” means the following amounts:

      (a)          any Initial Charges;

      (b)          the Subscription Charges;

      (c)          the Supplemental Credits Charges; and

      (d)          such other payments to be made by the Customer to Pipe Media as are specified in the Agreement or may be agreed in writing by the parties from time to time;

      “Confidential Information” means the Customer Confidential Information and the Pipe Media Confidential Information;

      “Credits” means credits made available by Pipe Media to the Customer through the Platform in consideration for Subscription Charges or Supplemental Credits Charges, which may be used by the Customer to send and receive emails on the Subscription Services and for such other purposes as Pipe Media may designate from time to time through the Subscription Services;

      “Customer” means the person or entity identified as such in the Quotation;

      “Customer Confidential Information” means:

      (a)          any information disclosed by or on behalf of the Customer to Pipe Media at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by Pipe Media to be confidential; and

      (b)          the Customer Data;

      “Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Pipe Media for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Subscription Services by the Customer (but excluding server log files and analytics data generated by the Platform during such use);

      “Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Subscription Services, but excluding any defect, error or bug caused by or arising as a result of:

      (a)          any act or omission of the Customer or any person authorised by the Customer to use the Platform or Subscription Services;

      (b)          any use of the Platform or Subscription Services contrary to any documentation for the Subscription Services supplied or made available by Pipe Media to the Customer, whether by the Customer or by any person authorised by the Customer;

      (c)          a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or

      (d)          an incompatibility between the Platform or Subscription Services and any other system, network, application, program, hardware or software not specified as compatible in the Service Specification;

      “DPA” means the data processing agreement referenced in the preamble to these Terms of Service, as it may be updated from time to time in accordance with Clause 23.4;

      “Effective Date” means the date upon which Pipe Media sends to the Customer an order confirmation, following the issue of a Quotation by Pipe Media to the Customer, and the acceptance of that Quotation by the Customer (which acceptance may be via a web form made available by Pipe Media to the Customer);

      “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

      “Initial Charges” means any charges specified in a Quotation with respect to the Set Up Services (and, where applicable, any initial one-off charges with respect to the Subscription Services);

      “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

      “Minimum Term” means the period of 24 months following the completion of the Set Up Services;

      “Pipe Media” means Pipe Media Design Ltd, a company incorporated in England and Wales (registration number 08433296) having its registered office at 3 Brompton Gardens, Maldon, United Kingdom, CM9 6YU;

      “Pipe Media Confidential Information” means:

      (a)          any information disclosed by or on behalf of Pipe Media to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Customer to be confidential;

      (b)          the financial terms of the Agreement; and

      (c)          any documentation for the API and any API keys supplied by Pipe Media to the Customer;

      “Platform” means the platform managed by Pipe Media and used by Pipe Media to provide the Subscription Services, including the application and database software for the Subscription Services, the system and server software used to provide the Subscription Services, and the computer hardware on which that application, database, system and server software is installed;

      “Quotation” means a quotation with respect to Set Up Services, Subscription Services and/or Support Services issued by Pipe Media to the Customer and accepted by the Customer during its applicable validity period;

      “Services” means any services that Pipe Media provides to the Customer, or has an obligation to provide to the Customer, under the Agreement;

      “Service Specification” means the specification for the Set Up Services and Subscription Services referenced in the preamble to these Terms of Service, as it may be updated from time to time in accordance with Clause 23.4;

      “Set Up Services” means the configuration, implementation and integration of the Subscription Services in accordance with Service Specification and the initial import of Customer Data into the Subscription Services;

      “SLA” means the service level agreement referenced in the preamble to these Terms of Service, as it may be updated from time to time in accordance with Clause 23.4;

      “Subscription Charges” means the charges for the Subscription Services and Support Services specified in a Quotation, being either:

      (a)          monthly per user charges, which shall be calculated: (i) using the maximum number of Customer user accounts for the Subscription Services during the immediately preceding calendar month; or (ii) at Pipe Media’s discretion, the number of Customer user accounts on the last day of the immediately preceding calendar month; or

      (b)          periodic fixed charges;

      “Subscription Period” means the period of 1 month starting:

      (a)          on the completion of the Set Up Services; or

      (b)          at the end of a previous Subscription Period;

      “Subscription Services” means AideCRM, as specified in the Service Specification, which will be made available by Pipe Media to the Customer as a service via the internet in accordance with the Agreement;

      “Supplemental Credits Charges” means the charges specified on the Platform from time to time with respect to the purchase of supplemental Credits;

      “Support Services” means:

      (a)          support in relation to the use of, and the identification and resolution of errors in, the Subscription Services, but shall not include the provision of training services; and

      (b)          the general maintenance of the Platform and Subscription Services and the application of updates and upgrades;

      “Supported Web Browser” means the web browser versions identified in the Service Specification;

      “Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and

      “Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Subscription Services by Pipe Media from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider.

2. Term
   2. The Agreement shall come into force upon the Effective Date.
   3. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 20 or any other provision of the Agreement.
3. Set Up Services
   3. Pipe Media shall provide the Set Up Services to the Customer with reasonable care and skill.
   4. Pipe Media shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.
   5. The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 18.1 Pipe Media will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under the Agreement.
   6. Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by Pipe Media shall be the exclusive property of Pipe Media.
4. Subscription Services
   4. Pipe Media shall create an administrator Account for the Customer and shall provide to the Customer login details for that administrator Account upon the completion of the Set Up Services, enabling the Customer to access the Subscription Services; providing however that Pipe Media may withhold these login details until such time as the Initial Charges and the first installment of the Subscription Charges have been received by Pipe Media in cleared funds.
   5. Pipe Media hereby grants to the Customer a worldwide, non-exclusive licence to use the Subscription Services by means of a Supported Web Browser and the API for the business purposes of the Customer during the Term, subject to Clauses 4.3 and 4.4.
   6. The Subscription Services may only be used by the officers, employees and volunteers of the Customer; and the administrator Account may only be used by the officers and employees of the Customer.
   7. Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis:
      4.  the Customer must not sub-license its right to access and use the Subscription Services;
      5. the Customer must not permit any unauthorised person to access or use the Subscription Services;
      6. the Customer must not use the Subscription Services to provide services to third parties (excluding for the avoidance of doubt services provided to volunteers by means of the API);
      7. the Customer must not republish or redistribute any content or material from the Subscription Services; and
      8. the Customer must not make any alteration to the Platform.
   8. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Subscription Services using an Account.
   9. The parties acknowledge and agree that the SLA shall govern the availability of the Subscription Services.
   10. The Customer must comply with the Acceptable Use Policy and must ensure that all persons using the Subscription Services with the authority of the Customer or by means of an Account agree to and comply with the Acceptable Use Policy.
   11. The Customer must not use the Subscription Services in any way that causes, or may cause, damage to the Subscription Services or Platform or impairment of the availability or accessibility of the Subscription Services.
   12. The Customer must not use the Subscription Services:
       4. in any way that is unlawful, illegal, fraudulent or harmful; or
       5.  in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
   13. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
5. Credits
   5. The Customer shall be allocated 2,500 Credits at the start of each calendar month during the Term; and if the Effective Date is not at the start of a calendar month, the Customer shall be allocated a pro rata number of Credits upon the Effective Date with respect to the period between the Effective Date and the start of the next calendar month.
   6. Each time:
      5. an email is sent or received by the Customer on the Subscription Services; or
      6. another Credit-using action is taken by the Customer, as designated by Pipe Media through the Subscription Services (subject to Clause 5.3),Credit shall be deducted from the Customer’s Credit total. For the avoidance of doubt, sending an email to multiple recipient addresses shall result in the deduction of a number of Credits corresponding to the number of recipient addresses.
   7. Pipe Media may only designate an action as a Credit-using action under Clause 5.2 if it involves the use of Subscription Services functionality that is not included in the Service Specification.
   8. If the Customer exhausts the available Credits, the Customer will not be able to send or receive further emails on the Subscription Services or take further Credit-using actions, unless the Customer purchases additional Credits through the Platform by paying the applicable Supplemental Credit Charges.
   9. Credits shall not expire during the Term but will be lost upon the termination of the Agreement.
   10. Supplemental Credit Charges are not refundable; and Credits may not be exchanged for money or money’s worth.
6. Support Services
   6. Pipe Media shall provide the Support Services to the Customer during the Term with reasonable care and skill and in accordance with the SLA.
7. Customer obligations
   7. Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to Pipe Media, or procure for Pipe Media, such:
      7. co-operation, support and advice; and
      8. information and documentation,
         as are reasonably necessary to enable Pipe Media to perform its obligations under the Agreement.
   8. The Customer must provide to Pipe Media, or procure for Pipe Media, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by Pipe Media to enable Pipe Media to perform its obligations under the Agreement.
8. Customer Data
   8. The Customer hereby grants to Pipe Media a non-exclusive licence to copy and otherwise use the Customer Data in the course of the provision of the Services to the Customer and to the extent necessary for the performance of Pipe Media’s obligations under the Agreement. The Customer also grants to Pipe Media the right to sub-license these rights to its hosting service providers, subject always to any express restrictions elsewhere in the Agreement.
   9. The Customer warrants to Pipe Media that the Customer Data, when used by Pipe Media in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
9. Back-ups
   9. Pipe Media shall create a back-up copy of the Customer Data at least 4 times daily, shall ensure that each such copy is sufficient to enable Pipe Media to restore the Subscription Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
   10. Within the period of 1 Business Day following receipt of a written request from the Customer, Pipe Media shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by Pipe Media in accordance with Clause 9.1. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
10. No assignment of Intellectual Property Rights
    10. Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from Pipe Media to the Customer, or from the Customer to Pipe Media.
11. Charges
    11. The Customer shall pay the Charges to Pipe Media in accordance with the Agreement.
    12. All amounts stated in or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Pipe Media.
    13. The Subscription Charges may only be varied as follows:
        11. Pipe Media may vary the Subscription Charges by giving to the Customer at least 60 days’ prior written notice of the variation, providing that any such variation will only take effect both: (i) after the end of the Minimum Term; and (ii) at the end of a Subscription Period; and
        12. to the extent reasonably necessary to reflect increases in the costs incurred by Pipe Media in the course of providing the Subscription Services that arise out of changes to applicable law, or increases in third party costs incurred by Pipe Media in the course of providing the Subscription Services and fulfilling its other obligations under the Agreement, Pipe Media may vary the Subscription Charges by giving at least 30 days’ prior written notice of the variation to the Customer.
    14. Pipe Media may elect to vary the Supplemental Credits Charges published on the Platform at any time in its sole discretion.
    15. If the Charges are periodic per user Charges, the Customer may not reduce the number of licensed users with respect to any period with respect to which the Customer has paid such Charges (and shall not in any event be entitled to any refund of such Charges).
12. Payments
    12. Pipe Media shall issue invoices and receipts for the Charges to the Customer as follows:
        12. the Initial Charges shall be invoiced upon or promptly following the Effective Date;
        13. the Subscription Charges shall be invoiced upon or around the first day of the Subscription Period to which they relate;
        14. Pipe Media shall provide or make available to the Customer a receipt for the Supplemental Credits Charges promptly following the purchase; and
        15. any other Charges shall be invoiced as agreed in writing by the parties or, in the absence of any such agreement, either in advance or arrears.
    13. The Customer must pay:
        12.  the Initial Charges via bank transfer or cheque, within 14 days following the date of issue of the relevant invoice;the Subscription Charges via direct debit, within 14 days following the start of the Subscription Period (these will usually be collected by Pipe Media via direct debit on or around the first day each Subscription Period);the Supplemental Credit Charges via credit or debit card, in advance; andany other Charges via bank transfer or cheque, within 14 days following the date of issue of the relevant invoice;and, where applicable, using such payment systems and details as are notified by Pipe Media to the Customer from time to time.
    14. If the Customer does not pay any amount properly due to Pipe Media under the Agreement, Pipe Media may:
        12. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
        13. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
    15. Pipe Media may suspend the provision of any or all of the Services if any amount due to be paid by the Customer to Pipe Media under the Agreement is overdue, and Pipe Media has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend Services on this basis.
13. Confidentiality obligations
    13. Pipe Media must:
        13. keep the Customer Confidential Information strictly confidential;
        14. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
        15. use the same degree of care to protect the confidentiality of the Customer Confidential Information as Pipe Media uses to protect Pipe Media’s own confidential information of a similar nature, being at least a reasonable degree of care; and
        16. act in good faith at all times in relation to the Customer Confidential Information.
    14. The Customer must:
        13. keep the Pipe Media Confidential Information strictly confidential;not disclose the Pipe Media Confidential Information to any person without Pipe Media’s prior written consent, and then only under conditions of confidentiality approved in writing by Pipe Media;use the same degree of care to protect the confidentiality of the Pipe Media Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; andact in good faith at all times in relation to the Pipe Media Confidential Information.
    15. Notwithstanding Clauses 13.1 and 13.2, a party may disclose the other party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
    16. This Clause 13 imposes no obligations upon a party with respect to Confidential Information that:
        13. is known to that party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;
        14.  is or becomes publicly known through no act or default of that party; or
        15.  is obtained by that party from a third party in circumstances where that party has no reason to believe that there has been a breach of an obligation of confidentiality.
    17. The restrictions in this Clause 13 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
    18. The provisions of this Clause 13 shall continue in force indefinitely following the termination of the Agreement.
14. Data protection
    14. The DPA shall apply with respect to any personal data processed by Pipe Media on behalf of the Customer under or in relation to the Agreement.
15. Integrations with Third Party Services
    15. Pipe Media may integrate the Subscription Services with any Third Party Services at any time.
    16. Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Subscription Services account of the Customer by:
        15.  the Customer; or
        16. Pipe Media with the prior written agreement of the Customer.
    17. Pipe Media may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.
    18. 1The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. Pipe Media does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.
    19. The Customer acknowledges and agrees that:
        15. the activation of Third Party Services with respect to the Subscription Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Subscription Services to the relevant Third Party Services and vice versa;
        16. Pipe Media has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;
        17. the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and
        18. the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person’s Intellectual Property Rights or other legal rights and will not put Pipe Media in breach of any applicable laws.
    20. Additional Charges may be payable by the Customer to Pipe Media in respect of the activation and/or use of a Third Party Services integration.
    21. Subject to Clause 18.1:
        15. Pipe Media gives no guarantees, warranties or representations in respect of any Third Party Services; and
        16. Pipe Media shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.
16. Warranties
    16. Pipe Media warrants to the Customer that:
        16. Pipe Media has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;
        17. Pipe Media will comply with all applicable legal and regulatory requirements applying to the exercise of Pipe Media’s rights and the fulfilment of Pipe Media’s obligations under the Agreement; and
        18. Pipe Media possesses or has access to all necessary know-how, expertise and experience to perform its obligations under the Agreement.
    17. Pipe Media warrants to the Customer that:
        16. the Platform and Subscription Services will conform in all respects with the Service Specification;
        17. the Subscription Services will be free from Defects;
        18. the application of updates and upgrades to the Platform by Pipe Media will not introduce any Defects into the Subscription Services; and
        19. the Platform will incorporate security features reflecting the requirements of good industry practice.
    18. Pipe Media warrants to the Customer that the Subscription Services, when used by the Customer in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
    19. If Pipe Media reasonably determines, or any third party alleges, that the use of the Subscription Services by the Customer in accordance with the Agreement infringes any person’s Intellectual Property Rights, Pipe Media may at its own cost and expense:
        16. modify the Subscription Services in such a way that they no longer infringe the relevant Intellectual Property Rights; orprocure for the Customer the right to use the Subscription Services in accordance with the Agreement.
    20. The Customer warrants to Pipe Media that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.
    21. All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
17. Acknowledgements and warranty limitations
    17. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, Pipe Media gives no warranty or representation that the Subscription Services will be wholly free from defects, errors and bugs.
    18. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, Pipe Media gives no warranty or representation that the Subscription Services will be entirely secure.
    19. The Customer acknowledges that the Subscription Services are designed to be compatible only with that software and those systems specified as compatible in the Service Specification; and Pipe Media does not warrant or represent that the Subscription Services will be compatible with any other software or systems.
    20. The Customer acknowledges that Pipe Media will not provide any legal, financial, accountancy or taxation advice under the Agreement or in relation to the Subscription Services; and, except to the extent expressly provided otherwise in the Agreement, Pipe Media does not warrant or represent that the Subscription Services or the use of the Subscription Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
18. Limitations and exclusions of liability
    18. Nothing in the Agreement will:
        18. limit or exclude any liability for death or personal injury resulting from negligence;
        19. limit or exclude any liability for fraud or fraudulent misrepresentation;
        20. limit any liabilities in any way that is not permitted under applicable law; or
        21. exclude any liabilities that may not be excluded under applicable law.
    19. The limitations and exclusions of liability set out in this Clause 18 and elsewhere in the Agreement:
        18. are subject to Clause 18.1; and
        19. govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
    20. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    21. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
    22. Neither party shall be liable to the other party in respect of any loss of revenue or income.
    23. Neither party shall be liable to the other party in respect of any loss of use.
    24. Neither party shall be liable to the other party in respect of any trading losses and any loss of business, contracts or opportunities.
    25. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 18.8 shall not apply with respect to any liability under Clause 9.1, Clause 9.2, Clause 13, Clause 14 and/or the DPA.
    26. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
    27. The liability of each party to the other party under the Agreement with respect to any event or series of related events shall not exceed the greater of:
        18. GBP 2,500; and
        19. the total amount paid and payable by the Customer to Pipe Media under the Agreement in the 12-month period preceding the commencement of the event or events,providing that this Clause 18.10 shall not apply with respect to any liability of a party under Clause 13, Clause 14 and/or the DPA.
    28. The aggregate liability of each party to the other party under the Agreement, including under Clause 13, Clause 14 and/or the DPA, shall not in any event exceed GBP 250,000.
    29. Pipe Media shall not be liable to the Customer with respect to any loss or damage arising out of the Customer sharing any Customer Data with any third party by means of the Subscription Services.
19. Force Majeure Event
    19. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
    20. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
        19. promptly notify the other; and
        20. inform the other of the period for which it is estimated that such failure or delay will continue.
        21. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
20. Termination
    20. Either party may terminate the Agreement by giving to the other party not less than 14 days’ prior written notice of termination, providing that such notice will only expire (and the Agreement will only terminate in accordance with this Clause 20.1) both:
        20. after the end of the Minimum Term; and
        21. at the end of a Subscription Period.
    21. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
        20. the other party commits any breach of the Agreement, and the breach is not remediable;
        21. the other party commits a breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
        22.  the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).
    22. Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
        20. the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
        21. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
        22. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.
    23. Pipe Media may terminate the Agreement immediately by giving written notice to the Customer if:
        20. any amount due to be paid by the Customer to Pipe Media under the Agreement is unpaid by the due date and remains unpaid upon the date that written notice of termination is given; and
        21. Pipe Media has given to the Customer at least 14 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 20.4.
21. Effects of termination
    21. Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.10, 12.2, 12.3, 13, 17, 18, 21, 23 and 24. In addition, Clause 14 and the DPA shall survive termination an continue in force for so long as Pipe Media processes Customer Personal Data (as defined in the DPA).
    22. Except to the extent that the Agreement expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
    23. Within 14 days following the termination of the Agreement for any reason, the Customer must pay to Pipe Media any Charges in respect of Services provided to the Customer before the termination of the Agreement, without prejudice to the parties’ other legal rights.
    24. All unused Credits shall be lost to the Customer upon the date of effective termination of the Agreement.
22. Notices
    22. Any notice from one party to the other party under the Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 22.2 and, with respect to the Customer, at the start of the Agreement):
        22. delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
        23. sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
    23. Pipe Media’s contact details for notices are as follows: Pipe Media Design Ltd, 3 Brompton Gardens, Maldon, United Kingdom, CM9 6YU.
    24. The addressee and contact details may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 22.
23. General
    23. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
    24. If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
    25. The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party. The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.
    26. The Agreement may only be varied as follows:
        23. Pipe Media may vary the Agreement by giving to the Customer at least 60 days’ written notice of the proposed variation, providing that any such variation will only take effect both: (i) after the end of the Minimum Term; and (ii) at the end of a Subscription Period; and
        24. to the extent reasonably necessary to account for changes to applicable law, or to the Platform or Subscription Services, Pipe Media may vary the Agreement by giving at least 30 days’ prior written notice of the variation to the Customer (providing that no such variation shall affect the amount or calculation of the Charges).
    27. These Terms of Service, the Service Specification, the Acceptable Use Policy, the SLA and the DPA shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement. The provisions of this Clause 23.5 are subject to Clause 18.1.
    28. The Agreement shall be governed by and construed in accordance with English law.
    29. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
24. Interpretation
    24. In the Agreement, a reference to a statute or statutory provision includes a reference to:
        24. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
        25. any subordinate legislation made under that statute or statutory provision.
    25. The Clause headings do not affect the interpretation of the Agreement.
    26. In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Version 2.0 – 12/12/2024