Terms

EASYWEB ENGAGEMENT TERMS AND CONDITIONS

1. Definitions and Interpretation
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions and in an Order Form:

"Agreement"

a contract between EasyWeb and the Customer made up of an Order Form, these Terms and Conditions and any documents expressly referred to in either of them, and any amendments to that contract from time to time.

Business Days

Mondays to Fridays, excluding English Bank and public holidays.

"Confidential Information"

means:
(i)   any information disclosed by either party to the other party during the Term (whether in writing, orally or otherwise) that at the time of disclosure is either marked as "confidential" or should reasonably be understood by the receiving party to be confidential; and
(ii)  the existence of, and the terms set out in, the Agreement.

"Customer"

meansthe person or entity identified as such in an Order Form.

Customer Materials

means all materials provided by the Customer to EasyWeb in relation tothe Showcase Page, including (without limitation) the Customer’s trade marks and logos.

Data Controller

has the meaning given to it in the Data Protection Act 1998.

Data Processor

has the meaning given to it in the Data Protection Act 1998.

Data Protection Laws

means the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998 and Electronic Communications (EC Directive) Regulations 2003 and any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.

Draft Page

has the meaning given to it in clause 3.2.

"EasyWeb"

Verticality Ltd t/a EasyWeb Engagement a company incorporated in England and Wales with registration number 03825406 and its registered office at Units 15-17 Strixton Wellingborough, Northamptonshire NN29 7PA.

Engagement Services

means:
(a)  the provision of the Survey Tool; and
(b)  if applicable, the building and maintenance of the Showcase Page; and
(c) access to Survey Reports Tool
as provided by EasyWeb to the Customer in accordance with the Agreement.

"Force Majeure Event"

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).

"Intellectual Property Rights"

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, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"Personal Data"

has the meaning given to it in the Data Protection Act 1998.

Platform

EasyWeb’s platform that is be accessed by the Customer to use the Survey Tool.

"Processing"

has the meaning given to it in the Data Protection Act 1998.

ShowcasePage

an html webpage hosted on the domain www.easywebengagement.com on which the Customer may include:
(a)  a description of the Customer’s business;
(b)  URLs for the Customer’s main website, jobs page, and social media pages; and
(c)  details of the Customer’s Surveys.

Showcase Page Specification

means a specification containing such information as EasyWeb reasonably requires in order to build the Showcase Page.

Start Date

means the date specified as such in the Order Form.

"Survey"

a survey consisting of a number of questions carried out by the Customer on its personnel using the Survey Tool.

Survey Data

information collected by EasyWeb as a result of the Customer carrying out a Survey using the Survey Tool.

Survey Results

anonymous employee satisfaction data based on pre-defined characteristics (department, gender, age range, length of service) that are derived from the Survey Data.

"Survey Tool"

the online satisfaction survey tool which is made available by EasyWeb to the Customer as a service via the internet and which enables the Customer to carry out Surveys for the purpose of obtaining Survey Results.

"Term"

has the meaning given to it in the Order Form.

1.2 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

  • (a)  that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  • (b)  any subordinate legislation made under that statute or statutory provision.

1.3 The clause headings do not affect the interpretation of these Terms and Conditions.
1.4 In these Terms and Conditions, 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.
1.5 In case of an inconsistency or conflict between these Terms and Conditions and any provision in an Order Form, the provision in the Order Form prevails.

2. Survey Tool
2.1 EasyWeb shall provide to the Customer login details for the Platform to enable the Customer to access and use the Survey Tool.
2.2 EasyWeb grants to the Customer the following licences:

  • (a)  a non-exclusive licence to access and use the Survey Tool for the sole purpose of carrying out Surveys during the Term; and
  • (b)  subject to clause 2.4, an exclusive licence to use the Survey Results for the Customer’s internal purposes (which, for the avoidance of doubt, includes the option to publish  the Survey Results on the Customer’s Showcase Page).

2.3 The licence granted by EasyWeb to the Customer under clause 2.2 is subject to the following:

  • (a)  the Customer may not carry out a Survey within six (6) months of the date on which the Customer’s finished carrying out its immediately previous Survey;
  • (b)  the Customer must not sub-license its right to access and use the Survey Tool to any third party, or use the Survey Tool for carry out surveys of the personnel of any third party;
  • (c)  the Customer shall use reasonable endeavours, including implementing reasonable security measures relating to its account access details, to ensure that no unauthorised person gains access to the Survey Tool; and
  • (d)  the Customer must not use the Survey Tool or the Survey Results:
  • (i)   in any way that is unlawful, illegal, fraudulent or harmful; or
  • (ii)  in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.4 For the avoidance of doubt, EasyWeb is entitled:

  • (a)  to aggregate or otherwise combine the Survey Results with data generated or derived from surveys undertaken by other EasyWeb customers using the Survey Tool, and to use and disclose such aggregated data for such commercial and other purposes as EasyWeb considers appropriate; and
  • (b)  to use the Survey Results to analyse, optimize and improve the Survey Tool.

2.5 If any amount due to be paid by the Customer to EasyWeb under the Agreement is overdue or if the Customer is in breach of any of the conditions or restrictions set out in clause 2.3, and EasyWeb has given to the Customer at least ten (10) days’ notice of its intention to do so, then EasyWeb may (without prejudice to its other rights under the Agreement) suspend the provision of the Survey Tool for the duration of the Customer’s default.

3.   Showcase Page
3.1 EasyWeb shall build and thereafter maintain the Showcase Page during the Term.
3.2 Following receipt of a Showcase Page Specification from the Customer, EasyWeb shalldesign and provide the Customerwith a draft Showcase Page based on such Showcase Page Specification (“Draft Page”).
3.3 The Customer shall, within five (5) business days of receiving the Draft Page, either:

  • (a)  confirm its approval of the Draft Page; or
  • (b)  notify EasyWeb of any changes that the Customer wishes to make to the Draft Page.

3.4 EasyWeb shall use all commercially reasonably endeavours to finalise the Showcase Page within five (5) Business Days of receipt of the Customer’sapproval of the Draft Page or its notification of changes to the Draft Page (as applicable).
3.5 The Customer acknowledges and accepts that EasyWebmay from time to time make such changes to theShowcase Page which are necessary to comply with any applicable laws, or which EasyWeb (acting reasonably) considers are necessary or appropriate. EasyWeb will notifythe Customer of any such changes.

4.     Customer obligations
4.1 The Customer must provide to EasyWeb, or procure for EasyWeb, such co-operation, support, advice, information and documentation as EasyWeb may reasonably request in connection with the performance of its obligations under the Agreement.

5.   Intellectual Property Rights
5.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from EasyWeb to the Customer, or from the Customer to EasyWeb.
5.2 All Intellectual Property Rights in the Survey Tool, the Showcase Page(s) and other materials created or devised byEasyWeb, solely or jointly with any person, in the course of providing the Engagement Services(but excluding, for the avoidance of doubt, any trademarks or logos of the Customer which may be incorporated into a Survey or a Showcase Page) shall vest or remain vested in EasyWeb.
5.3 All Intellectual Property Rights inall Specifications shall vest or remain vested in the Customer.
5.4 The Customer hereby grants to EasyWeb a royalty-free, non-exclusive licence to copy and use the Customer Materials during the Termfor all such purposes as are reasonably necessary in order to enable EasyWeb to provide the Engagement Servicesand perform its obligations under the Agreement.
5.5 The Customer warrants to EasyWeb that the use of the Customer Materials by EasyWeb in accordance with the Agreement will not:

  • (a)  breach the provisions of any law, statute or regulation;
  • (b)  infringe the Intellectual Property Rights or other legal rights of any person; or
  • (c)  give rise to any cause of action against EasyWeb.

6.   Showcase Page Charges
6.1 EasyWeb shall issue invoices for the Showcase Page Chargesin accordance with the invoicing terms set out in the Order Form.
6.2 The Customer must pay each invoice issued by EasyWeb in accordance with clause 6.1within thirty (30) days of receipt by means ofelectronic bank transfer to such bank account as is specified on the relevant invoice.
6.3 The Showcase Page Charges areexclusive of UK value added tax (VAT) or any other applicable sales tax, which will be added to the Showcase Page Chargesand payable by the Customer to EasyWeb.
6.4 For the avoidance of doubt, the Customer is not entitled to a refund of any Showcase Page Chargesif the Customer terminates the Agreement prior to the end of a period for which the Customer has already paid the Showcase Page Charges.
6.5 If the Customer does not pay any amount properly due to EasyWeb under the Agreement, EasyWeb may:

  • (a)  charge the Customer interest on the overdue amount at the rate of 3% 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); and
  • (b)  claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

7.   Confidentiality
7.1 Each party (the “Receiving Party”) shall:

  • (a)  keep the Confidential Information of the other party (the “Disclosing Party”) strictly confidential;
  • (b)  not disclose the Disclosing Party’s Confidential Information to any person without the Disclosing Party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
  • ses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and
  • (d)  act in good faith at all times in relation to the Disclosing Party’s Confidential Information.

7.2 Notwithstanding clause 7.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of such Confidential Information.
7.3 This clause 7 imposes no obligations upon the Receiving Party with respect to the Disclosing Party’s Confidential Information that:

  • (a)  is known to the Receiving Party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;
  • (b)  is or becomes publicly known through no act or default of EasyWeb; or
  • (c)  is obtained by the Receiving Party from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality.

7.4 The restrictions in this clause 7 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 the Receiving Party on any recognised stock exchange.
7.5 The provisions of this clause 7 shall continue in force for a period of five (5) years following the termination of the Agreement, at the end of which period they will cease to have effect.

8.   Data protection
8.1   EasyWeb and the Customer agree that, as between EasyWeb and the Customer, the Customer is the Data Controller and EasyWeb is the Data Processor of the Survey Data. 
8.2 The Customer warrants to EasyWeb that it has obtained all necessary consents from Customer Personnel for the collection and processing of the Survey Data, and that the processing of that Survey Data by EasyWeb in accordance with the Agreement will not breach any Data Protection Laws.
8.3 EasyWeb warrants to the Customer that:

  • (a)  subject to clause 8.7,it will act only on instructions from the Customer in relation to the processing of Survey Data;
  • (b)  it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Survey Data and against loss or corruption of Survey Data;
  • (c)  it will only process the Survey Data for the purposes of performing its obligations and exercising its rights under the Agreement; and
  • (d)  it will process the Survey Data in compliance with all applicable laws;

8.4 EasyWeb shall notify the Customer as soon as practicable if:

  • (a)  EasyWeb receives any complaint or regulatory notice which relates to the processing of any of the Survey Data; or
  • (b)  EasyWeb receives a request from a data subject for access to any of the Survey Data.

8.5 EasyWeb shall co-operate with the Customer in relation to:

  • (a)  any request from the Customer to delete any of the Survey Data; and
  • (b)  any complaint or regulatory notification relating to the processing of any of the Survey Data.

8.6 EasyWeb shall ensure that access to the Survey Data is limited to those EasyWeb personnel who have a reasonable need to access the Survey Data to enable EasyWeb to perform its duties under the Agreement; any access to the Survey Data must be limited to such part or parts of the Survey Data as are strictly necessary.
8.7 The Customer and EasyWeb agree that, in order to maintain the confidentiality of individual responses to a Survey carried out by the Customer, EasyWeb shall not under any circumstances provide or otherwise disclose the Survey Data (or any part of it) to the Customer.

9. Warranties
9.1 EasyWeb warrants to the Customer that:

  • (a) EasyWeb has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
  • (b) EasyWeb will comply with all applicable legal and regulatory requirements applying to the exercise of EasyWeb’s rights and the fulfilment of EasyWeb’s obligations under the Agreement.

9.2 The Customer warrants to EasyWeb that:

  • (a) it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
  • (c) it agrees with EasyWeb’s Privacy Policy, the current version of which may be accessed at http://www.easywebats.co.uk/privacy-policy.

9.3 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. 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.

10.   Limitations and exclusions of liability
10.1 Nothing in the Agreement will:

  • (a) limit or exclude any liability for death or personal injury resulting from negligence;
  • (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
  • (c) limit any liabilities in any way that is not permitted under applicable law; or
  • (d) exclude any liabilities that may not be excluded under applicable law.
  • 10.2 The limitations and exclusions of liability set out in this clause 10 and elsewhere in the Agreement:

  • (a) are subject to clause 10.1; and
  • (b) 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.

10.3 EasyWeb shall not be liable to the Customer in respect of:

  • (a) any losses arising out of a Force Majeure Event; or
  • (c) any loss of revenue or income; or
  • (d) any loss of use or production; or
  • (e) any loss of business, contracts or opportunities; or
  • (f) any loss or corruption of any data, database or software.

10.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
10.5 The Customer acknowledges and accepts that it is technically impossible to provide the Engagement Services free from interruptions and (except to the extent that interruptions are caused by EasyWeb’s negligence) EasyWeb provides no warranty that the Survey Tool or a Showcase Page will be provided continuously or free of errors.
10.6 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of an amount equal to five (5) times all sumspaid or payable by the Customer to EasyWeb under the Agreement.

11.   Force Majeure Event
11.1 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.
11.2 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:

  • (a)  promptly notify the other; and
  • (b)  inform the other of the period for which it is estimated that such failure or delay will continue.
  • 11.3 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.

12.   Termination
12.1 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits any material breach of the Agreement which, in the case of a breach which is remediable, is not remedied within thirty (30) days of the date on which the other party is given written notice requiring the breach to be remedied.
12.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

  • (a)  the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
  • (b)  an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
  • (c)  an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).

13.   Effects of termination
13.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):  clauses 1, 6, 7, 9, 10, 13, 16, 17, 18, 19, 20.1, 20.2, 22 and 23.
13.2 The termination of the Agreement shall not affect the accrued rights of either party.
13.3 Within 30 days following the termination of the Agreement for any reason (and without prejudice to the parties’ other legal rights):

  • (a)  the Customer must pay to EasyWeb any outstanding part of the Showcase Page Charges; and
  • (b)  unless the Agreement is terminated by EasyWeb pursuant to clause 13.1 or clause 13.2, EasyWeb must refund to the Customer any part of the Showcase Page Charges paid by the Customer to EasyWebwhich has not been used by the Customer prior to the termination of the Agreement.

14.   Notices
14.1 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 the Order Form and clause 14.2):

  • (a)  delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
  • (b)  sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
  • (c)  sent by email using, in the case of EasyWeb, hello@easywebengagement.com or in the case of the Customer, the email address set out in the Order Form,

provided 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.
14.2 EasyWeb’s contact details for notices under this clause 14 are as follows:
15-17 Strixton Manor Business Centre
Wellingborough
Northamptonshire NN29 7PA
Attn: Mr Adrian McDonagh
14.3 The addressee and contact details set out in the Order Form and clause 16.2 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 14.

15.   Subcontracting
15.1 EasyWeb may subcontract any of its obligations under the Agreement, provided that EasyWeb shall remain responsible to the Customer for the performance of any subcontracted obligations.

16.   Assignment
16.1 The Customer must not assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of EasyWeb, such consent not to be unreasonably withheld or delayed.

17.   No waivers
17.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
17.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.

18.   Severability
18.1 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.
18.2 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.

19.   Third party rights
19.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

20.   Variation
20.1 The Agreement may not be varied except in accordance with clause 20.
20.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.
20.3 EasyWeb may vary the Agreement by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if EasyWeb gives to the Customer a notice under this clause 20.3, the Customer shall have the right to terminate the Agreement by giving written notice of termination to EasyWeb at any time during the period of 14 days following receipt of EasyWeb’s notice.

21. Publicity
21.1 Subject to obtaining the Customer’s prior written consent (not to be unreasonably withheld or delayed), the Customer agrees that EasyWeb shall be entitled to use the Customer’s name and logo for marketing and publicity purposes). 

22.   Entire agreement
22.1 The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.2 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.
22.3 The provisions of this clause 22 are subject to clause 12.1.

23.   Law and jurisdiction
23.1 The Agreement shall be governed by and construed in accordance with English law.
23.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.