Terms and conditions

Please read these terms and conditions carefully before requesting an account for this website (either online or offline).

By requesting an account (either offline or by completing the online signup form, and whether chargeable or free) you the Customer agree to be legally bound by these Terms and Conditions, our Terms of Use, Data Processing Agreement and our Privacy Policy such as they may be modified and posted on our website from time to time. If you do not wish to be bound by these then you may not signup for an account. In the event of any inconsistency between the content of the Terms and Conditions, our Terms of Use, the Data Processing Agreement and the Privacy Policy, the Terms and Conditions shall prevail followed by the Privacy Policy, the Data Processing Agreement and then the Terms of Use.

This website is operated by Friday, a trading name of Happiness Works Ltd, 40 Islington High Street, London N1 8EQ. Registered in England and Wales with company number 08227089. Our VAT registration number is GB150356827.

These terms and conditions were last updated on 1 June 2018.

Definitions

1.1 In this Agreement, the following words shall have the following meanings:

Agreement means these Terms and Conditions, the Terms of Use, the Data Processing Agreement and the Privacy Policy together;

Business Day means Monday to Friday excluding any national holiday in England and Wales;

Business Hours means 9 am to 5 pm (UK time);

Company means Friday (a trading name of Happiness Works Ltd);

Confidential Information means any and all information in whatsoever form relating to the Company or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s Company’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;

Consequential Loss means pure economic loss, losses incurred by any client of the Customer or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time and loss or corruption of data;

Customer means the company or person who completes the online registration form for use of the Services;

Customer Data means all data imported into the Services for the purpose of using the Services or facilitating the Customer’s use of the Services;

Effective Date means the date on which payment for the Services is confirmed in the confirmation email or for a free account the date or your account confirmation email;

Fees means the fees set out in the confirmation email sent to the Customer upon acceptance of its online order;

Force Majeure means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;

Initial Term means the fixed initial term agreed between the parties in writing when the Services are ordered;

Intellectual Property Rights means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;

Renewal Term means the renewal term agreed between the parties in writing when the Services are ordered;

Services means the software services (including any websites or software applications and, if appropriate, Updates thereto) of the Company, ordered online by the Customer and set out in the confirmation email sent to the Customer;

Statistical Data means aggregated, anonymised data derived from the Customer, or their users use of the Services which does not include any personal data or Customer Confidential Information;

Term means the duration of the Agreement starting on the Effective Date.

Updates means any new or updated applications services or tools (including any computer software programmes) made available by the Company as part of the Services;

Services

2.1 The Customer engages the Company and the Company agrees to provide the Services to the Customer for the Term in accordance with the terms of this Agreement.

2.2 The Company warrants that by performing the Services it will not infringe the Intellectual Property Rights of any third party (including but not limited to) or be in breach of any obligations it may have to a third party.

Licences & Intellectual Property Rights

3.1 Subject to the Customer’s payment of any applicable Fees, the Customer is granted a non-exclusive and non-transferable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term for the Customer’s internal business operations. Such licence shall permit the Customer to make such copies of software or other information as are required for the Customer to receive the Services via the Internet. Where open source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open source licences.

3.2 Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software (and upon written request by the Customer identifying relevant details of the Services(s) with which interoperability is sought and the nature of the information needed), the Company will provide access to relevant source code or information. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.

3.3 Unless otherwise specified in this Agreement, the Services are provided and may be used by the Customer in conjunction with its existing systems and applications to facilitate the Customers use of the Services with its employees, who are permitted to access and use the Services. The Customer may not: (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by the Company; (ii) use the Services to provide ancillary services related to the Services; or (iii) except as permitted in this Agreement, provide access to or allow use of the Services by or on behalf of any third party.

3.4 All Intellectual Property Rights and title to the Services (save to the extent they incorporate any Customer or third party owned item) shall remain with the Company and/or its licensors and no interest or ownership in the Services, the Intellectual Property Rights or otherwise is transferred to the Customer under this Agreement. No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.

3.5 The Customer shall retain sole ownership of all rights, title and interest in and to Customer data and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Company a non-exclusive, licence to use Customer Data, Customer Intellectual Property Rights and any third party owned item from the Effective Date for the Term to the extent required for the provision of the Services.

3.6 The Customer grants the Company the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting the Company from using the Statistical Data for business and/or operating purposes, provided that the Company does not share with any third party Statistical Data which reveals the identity of the Customer, its users or Customer’s Confidential Information.

3.7 The Company has no obligation to release individual responses to questions to the Customer except in an aggregated form.

3.8 The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that access to the Services granted under this Agreement is limited as set out in this Agreement.

3.9 The Company may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.

Fees, Invoicing and Payments

4.1 In consideration of the provision of the Services by the Company, the Customer shall pay the Company the Fees.

4.2 All Fees are exclusive of VAT legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.

4.3 The Company shall render invoices to the Customer in respect of the Fees and all Fees are payable by credit card at the time of order unless the parties agree otherwise. The Fee is the price in force at the date and time of the Customer’s order, set out in the confirmation email. If the Customer believes that any invoice is incorrect, it must notify the Company in writing within 30 days of the invoice date.

4.4 The Company is entitled to refuse any order placed by a Customer. If an order is refused, the Company will notify the Customer and refund any Fee paid in full.

4.5 The Customer undertakes that all details provided for the purpose of obtaining the Services are correct and that the credit card details used are its own and that there are sufficient funds or credit facilities to cover the Fees.

4.6 Where payment of any Fee is not received on the due payment date, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate.

Warranties

5.1 The Company warrants to the Customer that it has the right to license the Services and that the Services will operate to provide the facilities and functions implemented by the Company. The foregoing warranties shall not: (i) cover deficiencies or damages relating to any third party components not furnished by the Company; or (ii) any third party provided connectivity necessary for the provision or use of the Services. In the event of a breach of the warranties under this section 5, the Company shall have no liability or obligations to the Customer other than to reimburse the Fees for the Services.

5.2 The Customer warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement; and (iv) it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement.

5.3 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of the Customer or that the Services will operate uninterrupted or error free.

Liability

6.1 The Company does not exclude or limit its liability to the Customer for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct of the Company in connection with the provision of the Services.

6.2 In no event shall the Company be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss.

6.3 Subject to sections 6.1 and 6.2, the total liability of the Company (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Company during the preceding one (1) year period or, if the duration of the Agreement has been less than one (1) year, such shorter period, as applicable.

6.4 In no event shall the Customer raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.

6.5 The Customer acknowledges and agrees that in entering into this Agreement, the Customer had recourse to its own skill and judgement and has not relied on any representations made by the Company, any employees or agents of the Company.

Intellectual Property Claims

7.1 The Customer shall indemnify and hold the Company and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Services outside the scope of this Agreement; (ii) any access to or use of the Services by a third party; (iii) use by the Company of any Customer provided item and Customer Data; and (iv) breaches of data protection law, regulations or the Customer’s obligations under the Data Processing Agreement,.

7.2 The Company shall indemnify and hold the Customer and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any infringement or violation claimed against the Customer relating to breach of any third party’s Intellectual Property Rights with respect to the Company’s provision of the Services; and (ii) breaches of data protection law, regulations or the Company’s obligations under the Data Processing Agreement.

Indemnities

8.1 Each party indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the indemnifying party by any person arising out of or as a consequence of an unlawful or negligent act or omission by the indemnifying party, its officers, servants or agents in any way connected with a breach of section 8.1 or 8.2 of this Agreement as applicable.

8.2 The indemnity contained in sections 8.1 and 8.2 above extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the indemnifying party in defending any such action, proceeding claim or demands.

Term and Termination

9.1 This Agreement will begin on the Effective Date for the Initial Term. On expiry of the Initial Terms, the Agreement will automatically renew for Renewal Terms and continue until either party gives the other 30 days notice in writing prior to a Renewal Term or a party terminates early in accordance with its rights set out below in this section 9.

9.2 The Company may immediately terminate this Agreement or the provision of any Services provided pursuant to this Agreement if: (i) the Customer has used or permitted the use of the Services in breach of the terms of this Agreement; or (ii) the Company is prohibited, under the laws of England or otherwise, from providing the Services. The Company may terminate any free account granted to the Customer under this Agreement at any time without reason upon giving the customer 30 days notice.

9.3 The Customer shall be entitled to terminate this Agreement at any time without reason upon giving the Company 30 days notice, but in such circumstances shall remain liable to pay all Fees for the remainder for the Initial Term or Renewal Term as applicable. No refunds of Fees already paid shall be made.

9.4 Either party shall be entitled to terminate this Agreement at any time on written notice if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied.

9.5 Upon termination of this Agreement the Company shall immediately cease providing the Services to the Customer and all licences granted hereunder shall terminate. The Customer shall promptly pay the Company all unpaid Fees. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Term. At the option of the Customer, the Company shall delete (in accordance with the terms of the Data Processing Agreement) or return all Customer Data stored in the Company’s database in its then current format, free of charge. If the Customer requires any Customer Data to be returned in a different format the Company reserves the right to charge for this additional service on a time and materials basis.

9.6 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.

Confidential Information

10.1 Each party may use the Confidential Information of the other party only for the purposes of this Agreement and must keep confidential all Confidential Information of the other party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

10.2 Each party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

10.3 The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is required by law to be disclosed.

Data Protection and Customer Data

11.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.

11.2 To the extent that personal data is processed when the Customer uses the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations.

11.3 The Customer shall ensure that: (i) the personal data, which it supplies or discloses to the Company, has been obtained fairly and lawfully: (ii) it will obtain all necessary approvals from persons whose data is being processed; (iii) it has in place all necessary registrations with authorities to permit the Company to transfer personal data to third parties pursuant to its obligations under this Agreement.

11.4 Each party shall comply with its respective obligations set out in the Data Processing Agreement and all applicable data protection laws and regulations,

11.5 If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.

11.6 Any information that the Customer provides to the Company, including Customer Data uploaded to the Company servers, information provided during registration or information provided when ordering Services (such as the Customer’s email address) will be used by the Company in accordance with the terms of this Agreement and the Privacy Policy where the Company uses if for its own purposes as a data controller. The Customer grants the Company the right to modify, copy or save such data as part of the processing for use with the Services.

11.7 Following termination of this Agreement, the Company shall have no obligation to retain any Customer Data, other than in accordance with its duties under applicable data protection law and the terms of the Data Processing Agreement. The Customer, may in accordance with its rights under applicable data protection law request the Company to return or delete Customer Data as set out in the Data Processing Agreement. Where the Customer requires the Company to export any data on its behalf after termination or provide assistance in transitioning the services to a new provider, the parties shall agree on the charge for this additional service, based upon the man hours involved in providing such assistance.

Third Parties

12.1 Nothing contained in this Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.

Force Majeure

13.1 If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, that party’s obligation to perform in accordance with the terms of this Agreement will be suspended.

13.2 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. If the Force Majeure event last for more than 28 days the non-defaulting party may terminate this Agreement with immediate effect without penalty.

Miscellaneous

14.1 Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

14.2 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.

14.3 No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to any company in the Company’s group of companies.

14.4 The Company and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.

14.5 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if (i) sent by registered post to the Company at the address given for the Company in this Agreement and (ii) sent to the Customer at the registered account holder’s email address. Notwithstanding the aforesaid, the Company may change or modify the terms of this Agreement in order to comply with a change in applicable law, upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the Customer terminates the Agreement prior to the expiry of the 30 day period.

14.6 This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.