Terms of Service

 

Link Big 2018: Terms of Service

1. Introduction
These Terms of Service are a contract between you and Link Big Ltd with
company number 10357736, whose registered office is at The Apex, 2 Sheriffs
Orchard, Coventry, England CV1 3PP (referred to as we or our).
References to you or your are to the company or other organisation accessing
the Services. By clicking the ‘I accept’ button on the Website, you confirm your
legal agreement to be bound by these Terms of Service. The person who enters
these Terms of Service confirms that it has your authority to enter into these
Terms of Service on your behalf of and in doing so will bind you to these Terms
of Service.
The following Terms of Service are binding on any use of the Service, and apply
from the time that you begin using it.
We reserve the right to change and update these Terms of Service at any time.
We shall give you 60 days notice of any changes to these Terms of Service. We
will treat your continued use of the Service as acceptance of the updated Terms
of Service. If you do not agree to the changes, the provisions of Condition 9.1
may apply depending on the duration of your Agreement.

2. Definitions and Interpretation.
2.1 In these Terms of Service, the following words have the following
meanings:
Confidential Information: has the meaning given to it in Condition 11;
Client Content: all material provided to us by you or otherwise accessed by a
Customer in relation to the Services, including (a) all databases of your stores
and associated URLs; (b) all content within your Marketing Materials; and (c) all
content within your website that is accessed by a Hyperlink;
Customer: your customers who receive Marketing Material from you;
Fee: the fee due to us for access and use of the Service;
Hyperlink: the hyperlink to redirect Customers to the site operated by you and
that is closest to the Customer;
IP Rights: any patent, trade mark, registered design or any application for
registration of the same, or the right to apply for registration of the same, any
copyright or related rights, database right, design rights, rights in trade,
business or domain names, rights in trade dress, rights in inventions, rights in
confidential information or know-how or any similar of equivalent rights in any
part of the world;
Marketing Materials: all emails, e-newsletters, social media channels and other
online content relating to your business, goods and/or services;
Services: the provision to you of the Hyperlink;
Working Day: a day other than a Saturday, Sunday or public holiday in England.

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 of
Service.
2.4 References to Conditions are references to the numbered provisions of
these Terms of Service.
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. Registration
3.1 You must provide your full name, a valid company email address and
company or other organisation name to access the Services. In order to enable
us to provide the Services, you must provide such Client Content as we
reasonably require.
3.2 You are responsible for choosing a secure password for your access to the
Services and keeping this confidential. We are not liable for any losses or
damages you may experience from failing to keep this information confidential.
You are solely responsible for all activities that occur under your access, you
must notify us immediately if you suspect there has been unauthorised access
to or use of your password and provide all reasonable assistance to bring an end
to such unauthorised access or use.

4. Use of Services
4.1 Subject to continued payment of the Fees, we grant to you the non-transferable
right to access and use the Service, in particular (a) by including the Hyperlink on the
Marketing Material; and (b) allowing your Customers to access and use the
Hyperlink.
4.2 Except as set out in this Condition 4.1, you may not sub-license the right to
access and/or use any the Service to any third party. All rights in and to the Service
and all software relating to the Services belong to us or our licensors.

5. Access Terms
You must only use the Service for your own lawful internal business purposes in
accordance with these Terms of Service. Without prejudice to the generality of
this provision, you shall not and shall not assist a third party to:
5.1 try to undermine the security of our computing systems or networks;

5.2 act in a way which could risk overloading, impairing or damaging the
Services, and supporting infrastructure. If at any time your access to and/or use of
the Service is excessive and as a result impacts on other clients’ ability to use the
Service, 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;
5.3 attempt to gain unauthorised access to any materials or other parts of our
infrastructure;
5.4 attempt to modify, disassemble, copy or adapt any computer programs used to
deliver the Services (except strictly to the extent that you are permitted to do so
under applicable law not capable of exclusion;
5.5 sell or resell any part of the Service;
5.6 make for any purpose including error correction, any modifications, adaptions,
additions or enhancements to the Service;
5.7 reproduce, redistribute, sell, create derivative works from, decompile, reverse
engineer, or disassemble all or part of the Service or attempt to gain access to the
source code, save to the extent expressly permitted by law and not capable of
exclusions;
5.8 build a product competitive to the Service or otherwise using similar ideas,
features, functions of graphics as the Service; and/or
5.9 use the Service to provide services to third parties.

6. Fees and Payment
6.1 You may be offered a trial period to access the Services at our sole
discretion. We reserve the right to end this trial period at any time and move
you onto a paid plan. If you no longer wish to continue using the Service and
have not yet moved onto a paid plan you can do so at anytime. These Terms of
Service will also apply to all trial use of the Services. During any trial period, you
shall consider whether the Service meets the needs of your business and is
suitable for your business purposes.
6.2 You must provide a valid credit or debit card when you set up billing for the
Services. You acknowledge and agree that any credit card and related billing
and payment information that you provide to us may be shared with companies
who work on our behalf, such as payment processors, solely for the purposes of
effecting payment.
6.3 Fees are exclusive of taxes, and you shall pay all taxes or other similar
charges they are legally required to pay.
6.4 If any Fee is not received full and cleared within 5 Working Days after
the due date, and without prejudice to any other rights and remedies available
to us, we may:
(a) suspend your access to the Services; and

(b) charge you costs and interests in accordance with the Late Payment of
Commercial Debts (Interest) Act 1998.

7. Availability
7.1 We shall use reasonable endeavours to make the Service available at all
times, but you acknowledge that there may be occasions when access to the Service
may be interrupted, including for scheduled maintenance or upgrades, for
emergency repairs, or due to failure of telecommunications links and/or equipment.

8. Client Content
8.1 You warrant and represent that the Client Content will not:
(a) breach the provisions of any law, statute or regulation including any data
protection laws and/or regulations;
(b) infringe the IP Rights or other legal rights of any person;
(c) be made in breach of any legal duty owed to a third party, such as a
contractual duty or a duty of confidence;
(d) be deliberately or knowingly false, inaccurate or misleading; and/or
(e) give rise to any cause of action against us.
8.2 You further warrant and represent that you shall use industry standard virus
detection software to try to block the uploading of Client Content that contains
viruses or other malicious code.
8.3 You shall defend and indemnify us and keep us indemnified from and
against all costs, claims, losses, expenses, liabilities, and damages that we suffer
or incur in connection with a breach of any of the warranties set out in Clause
8.1 above.

9. Term and Termination
9.1 Your use of the Service is either on a rolling monthly basis or on an annual
basis depending on the access you have selected. You may terminate monthly
access on 30 days’ written notice. You have no right to terminate annual access
early except as set out below.
9.2 Without prejudice to any other rights or remedies which may be
available to it, either party shall be entitled to give notice in writing to the other
party terminating the Services with immediate effect if:
(a) the other party commits any material breach of any of the terms of these
Terms of Service and if such breach is capable of remedy fails to remedy that
breach within 14 days of being notified of the breach; or
(b) the other party enters into liquidation compulsorily or voluntarily or
compounds with its creditors or has an administrator, receiver or

administrative receiver appointed over all or any part of its assets or takes or
suffers any similar action in consequence of debt (except where any action
occurs for the purposes of reconstruction or amalgamation whilst solvent).

10. IP Rights
10.1 All IP Rights in the Service are owned by us or our licensors.
10.2 You and/or your licensors shall remain the owner of all IP Rights in the
Client Content. You grant to us free of charge, a royalty-free, worldwide, non-
exclusive licence to use the Client Content only to such extent as is necessary to
enable us to provide the Service and to perform our obligations under these Terms
of Service.
10.3 You grant to us the right and licence to use your name and any associated logo
in any and all promotional and marketing materials, including online materials.
10.4 You shall promptly notify us of any claim, notification or allegation that you
receive that your use of the Services infringes the IP Rights of any third party (a
Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in
relation to a Claim without our prior written consent;
(b) give to our and our professional advisers all reasonable assistance as may be
required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and
make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do
so by stopping using the Services.
10.5 On receipt of a notice under Condition 10.4, we shall at our sole expense
either procure for you the right to continue accessing and using the Services or
modify or replace the infringing part of the Services without to avoid the
infringement.

11. Confidential Information
11.1 Confidential Information shall mean all information whether written or oral
and in whatever medium and relates to the business, products, financial and
management affairs, clients, employees or authorised agents, plans, proposals,
strategies or trade secrets disclosed by one party (the Disclosing Party) to the other
party (the Receiving Party).
11.2 The Receiving Party shall not, and shall ensure that its employees shall not,
use copy or disclose any of the Confidential Information of the Disclosing Party
except to carry out its obligations and exercise its rights under these Terms of
Service.
11.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential
Information to those of its employees to the extent that they need to know the same

in order to carry out its obligations under these Terms of Service and where those
employees are bound by written obligations of confidentiality and non-use and such
obligations apply to the Confidential Information disclosed to them.
11.4 The provisions of Conditions 11.1, 11.2 and 11.3 shall not apply to any
Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any
act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a
person lawfully in possession of the information and owing no obligation of
confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative
authority competent to require disclosure.

12. Privacy
12.1 In performing its obligations and exercising its rights under these Terms of
Service, each party shall comply with the requirements of all legislation in force from
time to time relating to data protection, including the General Data Protection
Regulation 2016/679 and the Data Protection Act 2018.
12.2 Each of the parties agrees that in the course of providing the Services, we will
read and process the IP address, location, language, device type and browser of your
Customers (the Personal Data). We do not store the Personal Data. In reading and
processing the Personal Data, we are the processor of the Personal Data and you are
the controller of the Personal Data as processor and controller are each defined in
the Data Protection Act 2018.
12.3 We shall:
(a) only process the Personal Data to provide the Services, and otherwise on your
written instructions, which may be specific instructions or standing instructions of
general application;
(b) take appropriate technical and organisational measures against unauthorised or
unlawful processing of Personal Data and against accidental loss or destruction of or
damage to Personal Data;
(c) at your request and choice either deliver up or delete the Personal Data from our
systems on termination of the Services;
(d) ensure that individuals processing the Personal Data for us are subject to a duty
of confidence in relation to the Personal Data;
(e) only engage sub-processors with your prior consent and under a written contract;
(f) assist you in providing subject access and allowing Talent to exercise their rights
under applicable laws;
(g) assist you in meeting your legal obligations in relation to the security of
processing, the notification of personal data breaches and data protection impact
assessments;

(h) submit to audits and inspections by you to ensure that we are complying with
our obligations under this Condition 12 and all applicable data protection legislation,
subject to reasonable notice and during our working hours; and
(i) notify you if we are requested to take any action in breach of any applicable data
protection legislation.
12.4 You shall ensure that we are clearly and expressly identified in your privacy
policy as a processor of the Personal Data, and you warrant and represent that we
may lawfully process such Personal Data in order to provide the Services to you.

13. Liability
13.1 We warrant that:
(a) we have the right to enter into these Terms of Service and to provide the
Service as contemplated by these Terms of Service;
(b) the Service shall, under normal operating conditions, enable your
Customers to access the Hyperlink.
13.2 If any of the warranties in Condition 13.1 is breached, you must notify us
as soon as possible. You must give us a reasonable time to fix the problem,
including (in our discretion) by making available a corrected version of the
Hyperlink or a reasonable way to work around the problem that is not
materially detrimental to you. If we can do this within a reasonable time, this
shall be your sole and exclusive remedy in relation to such breach.
13.3 Except as expressly set out in these Terms of Service, no implied
conditions, warranties or other terms, including any implied terms relating to
satisfactory quality or fitness for any purpose, will apply to the Services. In
particular, it is your sole responsibility to ensure the Service meets the needs of
your business and is suitable for your business purposes.
13.4 You warrant that you have not relied on any oral representation made by
us or on our behalf, or on any descriptions, illustrations or specifications
contained in any materials, including online materials, produced by us which are
only intended to convey a general idea of the Services. You confirm that in your
opinion, the Services are fit for your purposes.
13.5 Subject to Condition 13.7, we shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time;
(f) any kind of special, indirect, consequential loss or pure economic loss; and/or
(g) error, omission, failure to operate, loss or damage arising as a result of any
error, omission or inaccuracy in the Client Content.
The parties agree that the provisions of this Condition 13.5 are severable.

13.6 Subject to Condition 13.7 our total liability to you for all claims or series of
claims relating under these Terms of Service whether in contract, negligence or
otherwise for any damages, losses or expenses shall be limited to the Fee paid in the
12 months preceding the date the claim arose.
13.7 Nothing in these Terms of Service 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.

14. Force Majeure
14.1 For the purposes of this Condition 14, 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.
14.2 If a party is prevented, hindered or delayed from or in performing any of
its obligations under these Terms of Service by an event of Force Majeure, the
affected party’s obligations under these Terms of Service are suspended
without liability while the event of Force Majeure continues and to the extent
that it is prevented, hindered or delayed.
14.3 If performance of any obligation under these Terms of Service is
prevented, hindered, or delayed due to an event of Force Majeure either party
shall be entitled to terminate these Terms of Service on written notice to the
other party.
14.4 The provisions of Condition 14 shall not be relied on in relation to the
inability to pay any Fees due under these Terms of Service.

15. Dispute Resolution
15.1 If a dispute arises between the parties under these Terms of Service, then
within 5 Working Days of the dispute arising, the dispute shall be escalated by each
of the parties to a director. If the directors are unable to resolve the dispute within
10 Working Days, then the directors shall refer the dispute to the chief operating
officer, or such person of equivalent seniority. If such persons are unable to resolve
the dispute within a further 10 Working Days, then the parties shall be entitled to
pursue legal action under Condition 16.
15.2 Nothing in Condition 15.1 shall prevent a party taking action under Condition

16 in respect of misuse of the Services.
16. Governing law and Jurisdiction

16.1 These Terms of Service 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 of Service will be subject to the exclusive jurisdiction of the
English courts.
16.2 If any of the provisions in these Terms of Service is held invalid or
unenforceable then they should be construed to reflect as closely as possible
the intentions of those provisions. Any remaining provisions will also still be
fully enforceable.
16.3 A party’s to exercise any of the rights in these Terms of Service shall not be
deemed a waiver of that right. These Terms of Service supersedes any prior
agreements between the parties and represents the entire agreement between
the parties.
16.4 A person who is not party to these terms has no right to benefit or enforce
any of these Terms of Service. You may not assign or transfer any rights to any
other person without our prior written consent which shall not be unreasonably
withheld.
16.5 Any notice given under these Terms of Service shall be in writing and
shall be served by delivering the notice personally, or by pre-paid first class post
or air mail as the case may be to the address for each party notified to the other
from time to time. Any such notice shall be deemed to have been received if
delivered personally at the time of delivery, if delivered by first class post 48
hours from the date of posting if delivered by airmail 5 Working Days from the
date of posting.

For more info: Nadav@Link-big.com (19/06/2018)