Account: means a user account used primarily for internal business purposes and not for personal, family, or household purposes authorizing the Customer entry to the Website.
Charges: the charges payable in accordance with clause 5 by the Customer for the supply of the Services or Extra Services.
Customer: means corporations, legal persons or natural persons to whom the law ascribes the full legal capacity and that apply via Website to create the Account with purposes to purchases the Services or Extra Services.
Customer Default: has the meaning set out in clause 4.2.
Effective Date: the date on which this Framework Contract is concluded in accordance with clause 2.1 below.
Extra Services: mean services that the Customer uses during a period set out in the Subscription Form that exceed the Services subscribed according to the Subscription Form.
Framework Contract: this framework contract concluded between the Supplier and the Customer.
Free Plan: means free of charge services that the Supplier may provide to the Customer through the Website.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Subscription Form: means an online order specifying (i) the Services to be provided and (ii) the billing plan (including the Charges payable) for those Services.
Subscription: means any services ordered by the Customer on a basis of subscription under the Subscription Form.
Payment System: means a payment system processing the payments by entering credit card information or any other means of payment available at the Website at any given time.
Personal Data: has the meaning given to it in the Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing services under this Framework Contract.
Services: mean services that the Supplier may provide to the Customer based on the Subscription.
Supplier: means (i) ClickBakers Sales LTD., with its registered seat at 201 The Rogers Office Building, Edwin Wallace Rey Drive, George Hill, Anguilla if the Customer's domicile is in the United Kingdom of Great Britain and Northern Ireland or (ii) ClickBakers Global Sales, with its registered seat 90 Hatton Garden, Holborn, London, EC1N 8PN, United Kingdom of Great Britain and Northern Ireland if the Customer's domicile is in the other areas.
Supplier Materials: has the meaning set out in clause 4.1(e).
Virus: means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: means any URL, such as www.clickbakers.com or its sub domains belonging to or licensed to the Supplier, through which the Supplier provides any services under the Framework Contract to the Customer.
2.1 The Framework Contract is considered to be concluded when the Customer has received via e-mail the Account creation confirmation.
2.2 The overall contractual relationship between the Supplier and the Customer is governed by this Framework Contract.
2.3 Each Subscription Form which is submitted via Website by the Customer constitutes a Customer's offer to purchase the Services. The Subscription shall only be deemed to be accepted when the Supplier received a payment from the Customer.
2.4 Any Subscription entered into between the Supplier and the Customer pursuant to this Framework Contract shall incorporate the terms and conditions of this Framework Contract.
2.5 Unless otherwise provided in the Framework Contract or Subscription Form the Services are purchased as subscriptions.
2.6 Once the Subscription expires, or the Subscription is cancelled by the Customer or the Customer's credit card expires or any payment is not duly paid by the Customer, the Customer will revert to the Free Plan and the Supplier may cancel or suspend the Account or terminate the Framework Contract as well as to stop providing any services under the Framework Contract.
3.1 The Supplier shall supply the Services to the Customer under a Subscription for the period set out in the Subscription Form.
3.2 The Supplier shall have the right to make any changes to any services provided under a Subscription which are necessary to comply with any applicable law or its own or Customer's safety requirements. The extent of the changes is solely in the Suppliers discretion.
3.3 The Supplier reserves the right to modify, suspend, discontinue or cancel the Free Plan at any time without prior notice to the Customer.
3.4 The Supplier may suspend or terminate any services provided under a Subscription if fees for Extra Services or any other services are past due.
3.5 By using any services provided under a Subscription after any modification the Customer confirms acknowledgement of such modification and approves such modification.
3.6 The Customer fully understands and agrees to be bound by the terms and conditions contained herein.
3.7 Subject to clauses 3.8, 3.9 and 3.10, these terms and conditions may be amended by the Supplier from time to time.
3.8 The Supplier shall not make any amendments to these terms and conditions which would materially disadvantage the Customer.
3.9 Any increases to the Charges shall be made pursuant to clause 5.5.
3.10 The Supplier shall notify the Customer of any changes made to these terms and conditions pursuant to clause 3.7 by notice in writing (which may include e-mail) at least 30 days prior to such changes coming into effect.
4.1 The Customer shall:
4.2 If the Supplier's performance of any of its obligations under the Framework Contract is prevented, delayed or otherwise adversely affected by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.3 As part of the registration process the Customer will have to choose Customer's username and password for login into the Account. It is Customer's sole and exclusive responsibility to ensure that Customer's login details are kept securely. Customer must not disclose Customer's login details to anyone. The Supplier is not responsible for any abuse or misuse of the Account by third parties due to Customer's disclosure, whether intentional or accidental, whether active or passive, of Customer's login details to any third party.
5.1 In consideration for the provision of the Services under a Subscription, the Customer shall pay the Charges to the Supplier in accordance with this clause 5.
5.2 The Charges for the Services shall be calculated according to the billing plan set out in the Subscription Form and deducted from the Customer's credit card periodically.
5.3 For the avoidance of doubt, the Services are provided as subscription and only when the Charge for the Services is duly paid (i.e. deducted from the Customer's credit card) the Services may be provided to the Customer.
5.4 The Charges for the Extra Services will be calculated at the end of each calendar month based on the actual consumption. The Supplier shall issue a separate invoice for each calendar month. The payment shall be made by wire transfer within 10 days from the date of invoice delivery to the Customer. The invoices will be deemed delivered to the Customer upon delivery to the Account. The invoice will also be sent to the Customer's email address specified in the Account.
5.5 The Supplier reserves the right to increase the Charges at any time when the Services or Extra Services are provided. The Supplier will give the Customer written notice (which may include e-mail) of any such increase 5 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 3 days of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Framework Contract by giving 30 days' written notice to the Customer.
5.6 All amounts payable by the Customer under the Framework Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer is solely responsible for complying with all applicable tax laws and regulations related to use of the Website and any services provided under a Subscription, i.e. the Customer is responsible for paying all fees and applicable taxes associated with using any services under the Framework Contract.
5.7 The Customer shall pay for the Services and Extra Services by entering valid, up-to-date and complete credit card information to the Payment System or by other manner available at the Website.
6.1 If the Supplier terminates any Subscription and/or this Framework Contract, cancels, suspends or blocks access to the Website and ceases to provide any services under a Subscription for any reason whatsoever or if the Customer cancels the Subscription, the Customer will not be entitled to a refund for any unused portion of any services provided under a Subscription or for fees paid for any unused Services.
6.2 Any Services that are not used within a period set out in the Subscription Form shall be automatically forfeited and the Customer will not be entitled to a refund for any unused portion of the fees paid for any unused Services, nor receive any credit toward additional or other Services or Extra Services.
7.1 The Customer shall not:
7.2 If the Supplier identifies violation of this clause 7.1 or any other violation of the Framework Contract, the Supplier has rights to block, suspend or cancel any Services provided under a Subscription without any prior notice.
7.3 Without limiting its other rights, the Supplier may terminate a Subscription and/or the Framework Contract without any prior notice if the Supplier identifies violation of clause 7.1 or any other violation of the Framework Contract.
7.4 The Supplier may also terminate the a Subscription and/or the Framework Contract, cancel or block access to the Website as well as to stop providing Service in case of any Cyber-attack through the Customer's domain, e.g. DDoS, Virus, Trojan, Bot-net etc. If it occurs the Supplier may shut down respective Customer's domain.
8.1 The Supplier shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the Services or Extra Services are available to the Customer 94.9% of the time in any calendar month.
8.2 The Uptime SLA does not apply to any performance issues:
8.3 The Uptime SLA does not apply to the Free Plan.
9.1 The Website or any services provided under a Subscription may provide links to third-party applications, products, services, or websites for your convenience and information. If you access those links, you will leave the Website. The Supplier does not control those third party sites or their privacy practices. The Supplier does not endorse or make any representations about third-party sites. The data the Customer chooses to provide to or that is collected by these third parties is not covered by this Framework Contract.
9.2 The Supplier may provide social media features that enable you to share information with your social networks and to interact with the Supplier on various social media sites. Use of these features by the Customer may result in the collection or sharing of information about the Customer, depending on the feature.
10.1 The Supplier collects, exports, and uses data and information uploaded to the Website or submitted through the Website by the Customer to manage relationship between the Supplier and Customer or between the Supplier and other Supplier's customers and better provide Services to the Customer or other Supplier's customers by personalizing the Customer's experience and interaction.
10.2 The Supplier may use for necessary time the data and information uploaded to the Website or submitted through the Website by the Customer for all purposes in connection with Supplier's business activities.
10.4 The Supplier and the Customer acknowledge that for the purposes of the Data Protection Legislation, Supplier is a Data Processor and, to the extent that the Supplier processes Personal Data, the Supplier shall:
11.1 All Intellectual Property Rights in, or arising out of, or in connection with, any services provided under a Subscription or Website shall be owned by the Supplier. Except as expressly stated herein, this Framework Contract does not grant the Customer any Intellectual Property Rights in respect of the Services or the Supplier Material.
12.1 Nothing in this Framework Contract shall limit or exclude the Supplier's liability for:
12.2 Subject to clause 12.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Framework Contract, Website, Account or any services provided under a Subscription for:
12.3 Subject to clause 12.1, the Supplier's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Framework Contract, Website, Account or any services provided under a Subscription shall be limited to US$100.00.
12.4 Except as expressly and specifically provided in this Framework Contract:
12.5 The Customer hereby agree to fully indemnify and hold harmless the Supplier, its directors, employees, partners and service providers for any costs, expanse, loss, damage, claims and liabilities howsoever caused that may arise in relation to Customer's use of the Website or any services provided under a Subscription. This clause 12 shall survive termination of the Framework Contract.
13.1 This Framework Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other party notice to terminate this Framework Contract on 30 days' written notice.
On termination of the Framework Contract:
15.1 Each party undertakes that it shall not at any time during this Framework Contract, and for a period of five years after termination of this Framework Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or supplier of the other party or any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
15.2 Each party may disclose the other party's confidential information:
15.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Framework Contract.
16.1 Force majeure. Neither party shall be in breach of this Framework Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Framework Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
16.2 Assignment and other dealings.
16.3 Entire agreement.
16.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or single or partial exercise of, any right or remedy shall not:
16.5 Third parties. No one other than a party to the Framework Contract shall have any right to enforce any of its terms.
16.6 Governing law. The Framework Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
16.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Framework Contract or its subject matter or formation.