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Adzooma Galaxy Package: Terms & Conditions
Adzooma Galaxy Package: Terms & Conditions

Adzooma offers the Platform as an online subscription service. For large agencies or those with a large monthly spend, we have built the Galaxy Package. These terms apply to your Galaxy Package subscription, including any Galaxy Bolt Ons you select and any Bespoke Services we may agree to provide from time to time.

If you request to subscribe to the Galaxy Package, request to add any Galaxy Bolt Ons or you request any Bespoke Services, and we accept your request, such agreement forms a legally binding contract between you and us, subject to these terms.

It is therefore essential that you read and understand these terms before subscribing to the Galaxy Package, requesting any Galaxy Bolt Ons or requesting Bespoke Services. By making such a request you confirm that you have done so and that you agree to be bound by these terms.

  1. DEFINITIONS AND INTERPRETATION
    1. In these terms, including the introduction and the schedule, the following definitions shall apply unless the context otherwise requires:

      Acceptable Use Policy

      The acceptable use policy for the Platform, as revised from time to time, attached to this document.

      Account Manager

      The Platform User’s dedicated account manager, included as part of the Galaxy Package, as described in more detail in clause 5;

      Adzooma

      Clicktech Solutions Ltd (t/a Adzooma), a company incorporated and registered in England and Wales with company number 09899629, and whose registered office is at Leytonstone House 3 Hanbury Drive, Leytonstone, London, United Kingdom, E11 1GA;

      API

      The interface which is made available to enable integration with other platforms (if the Platform User has selected the API Base Access Bolt On);

      API Base Access Bolt On

      The Galaxy Bolt On described in more detail in clause 6.2;

      Automated Account Creation

      The functionality which enables the Platform User to automatically create accounts and proposals for its Clients (if the Platform User has selected the Proposal and Account Creation Bolt On);

      Bespoke Services

      any services described in the Order Form which are in addition to those included within the Galaxy Package and do not form part of a Galaxy Bolt On (such as specialist consultancy or development services);

      Bespoke Services Fees

      any fees payable in respect of Bespoke Services;Client

      A client of the Platform User in respect of which the Platform User utilises the Platform;

      Compatible Browser

      The latest general release version of Chrome, Internet Explorer, Microsoft Edge, Firefox or Safari, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified as required in the Documentation or otherwise by Adzooma to the Platform User from time to time;

      Contract Year

      A 12 month period, the first Contract Year commencing on the date of the relevant agreement and each subsequent Contract Year commencing on an anniversary of that date;

      Developments

      Any content that Adzooma develops specifically for the Platform User;

      Documentation

      The user documentation which describes the Platform and provides guidance as to the proper use of the same;

      Fees

      Any fees payable by the Platform User pursuant these terms, as set out in an Order Form and as revised from time to time in accordance with these terms, including the Galaxy Base Price, any Galaxy Bolt On Fees and any Bespoke Services Fees;

      Galaxy Base Price

      The monthly subscription fee which is payable in respect of the Galaxy Package;

      Galaxy Bolt Ons

      Optional extras which can be added to the Galaxy Package to enhance the Platform User's experience of the Platform including the API Base Access Bolt On, the Managed Account Bolt On and the Proposal and Account Creation Bolt On;

      Galaxy Bolt On Fees

      Any fees payable in respect of Galaxy Bolt Ons;

      Galaxy Package

      The specialist subscription package offered by Adzooma which entitles the Platform User and an unlimited number of Users to access and use the Platform in accordance with these terms (subject to payment of the Fees) and includes access to the Documentation, the hosting of the Platform, a dedicated account manager and early access to new features, as described in more detail in clauses 3, 4 and 5;

      Initial Term

      The initial term of the Platform User’s subscription to the Galaxy Package, as set out in the Order Form;

      Intellectual Property Rights

      any and all intellectual property rights including patents, trade marks, copyright, rights in databases, domain names, know-how, look and feel, rights in confidential information and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached to it and all extensions and renewals of it;

      Managed Account Bolt On

      The Galaxy Bolt On described in more detail in clause 6.3;

      Managed Services

      The management of the Platform User’s Platform account on the Platform User’s behalf (if the Platform User has selected the Managed Account Bolt On);

      Order Form

      the form containing an order placed by an Platform User for a Galaxy Package, Galaxy Bolt Ons and/or Bespoke Services

      Platform

      The Adzooma advertising management platform service, as further described in the Documentation;

      Platform User

      The entity identified in the Order Form which subscribes to the Galaxy Package;

      Platform User Branding

      The Platform User’s name, logo and any other trade mark or branding of the Platform User;

      Platform User Content

      Any content that the Platform User or a User uploads to the Platform;

      Proposal and Account Creation Bolt On

      The Galaxy Bolt On described in more detail in clause 6.4;

      Support Services

      services provided by Adzooma to assist the Platform User in using the Platform or attempt to rectify any issues identified by the Platform User in relation to the Platform;

      Term

      The period for which the Platform User has a subscription to the Galaxy Package, being the Initial Term and any period of renewal in accordance with clause 12; and

      User

      An individual person who accesses the Platform as part of the Platform User’s Galaxy Package subscription.

    1. Headings are included for convenience only and shall not affect the construction or interpretation of these terms.
    2. Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender. Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.
    3. The words include, includes, including and included and like words and expressions will be construed without limitation unless inconsistent with the context.
    4. Any reference to a notice or other communication being in writing shall be satisfied by that notice or communication being sent by email, provided this is permitted by and done in accordance with clause 16 where applicable.
    5. Any reference in these terms to law or to any statute, statutory instrument, directive, regulation, order or other enactment shall mean the same as shall be amended, enacted, replaced, extended, modified, consolidated or repealed from time to time.
    6. Working days shall be all days other than Saturdays, Sundays and public holidays in England and working hours shall be 9am to 5pm UK time on working days.
  2. PLACING ORDERS
    1. A partywishing to order a Galaxy Package to the Platform, request Galaxy Bolt Ons and/or request Bespoke Services shall submit an Order Form to Adzooma.
    2. Should Adzooma be prepared to accept an Order Form it shall confirm its acceptance in writing to the Platform User and/or by granting the Platform User access to the Platform and upon acceptance the order shall become legally binding on both parties and the agreement shall be irrevocable except on its terms.
  3. THE PLATFORM
    1. The Galaxy Package entitles the Platform User to the non-exclusive right to access and use the Platform for the purposes of managing its own or its Client’s online advertising during the Term in accordance with these terms, and to allow Users to access it subject to clause 8.
    2. The Galaxy Package includes access to the Documentation at no additional charge.
    3. The Platform is offered on a hosted basis and will be made available for the Platform User to connect to via the internet in accordance with these terms. Nothing in these terms give the Platform User any right to a copy of the underlying software to install on its own systems or servers.
    4. The Galaxy Package does not include back-up services, but does include the right for the Platform User to export its data at any time during the Term. Adzooma strongly recommends that the Platform User performs regular exports of the Platform User Content during the term of the Galaxy Package and retains them in a safe place and the Platform User agrees to do so. Adzooma shall not be responsible for any losses caused as a result of the Platform User’s failure to comply with this clause 3.4.
    5. Unless the Platform User has selected the Managed Account Bolt On or the Proposal and Account Creation Bolt On, the Platform User is solely responsible for configuring its own account on the Platform and for determining the most advantageous strategy using its own skills and experience. Adzooma does not guarantee that the Platform User will achieve any particular outcomes or results as a result of using the Platform.
    6. The Platform User shall be fully responsible for any acts or omissions of any User or any other party accessing the Platform using any User’s access credentials (whether or not with the Platform User’s permission), as if such acts or omissions were the acts or omissions of the Platform User. The Platform User shall ensure that all Users are aware of the Acceptable Use Policy and all applicable terms in respect of use of the Platform.
    7. The Platform User shall use the Platform only in accordance with these terms (including the Acceptable Use Policy) and procure that all Users do the same.
    8. The Platform User shall, as soon as reasonably practicable, notify Adzooma if it believes or suspects either that it may have breached these terms, that a User (or other person using a User's access credentials) may have failed to comply with the Acceptable Use Policy or that any User’s access credentials may have been compromised.
    9. Adzooma shall be entitled to suspend (where it is reasonable in the circumstances) access to the Platform (or any part thereof) for any or all Users without liability to the Platform User immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes (a) not doing so may prejudice the security, integrity or operability of the Platform or part of it, cause harm to another customer or other third party or give rise to a claim against Adzooma, (b) the Platform User or any of its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy or (c) the Platform User is otherwise in breach of these terms. Promptly following such suspension Adzooma shall notify the Platform User of the suspension, the reason for the suspension and what steps the Platform User can take so that the suspension can be brought to an end.
  4. UPDATES AND MAINTENANCE
    1. Adzooma recognises that the advertising world moves quickly and is committed to developing the Platform to provide the Platform User with new and enhanced features. Accordingly, Adzooma may from time to time make changes to the Platform, including to improve its functionality or usability, add new features, remove features it considers to be obsolete, fix errors or address feedback received from customers.
    2. As a Galaxy Package subscriber, the Platform User will receive early access to new features and improvements. The Platform User’s Account Manager will introduce new features and improvements to the Platform User and be available to discuss how to get the most out of them.
    3. The Platform User is also entitled to request new features, both through the Account Manager and by speaking directly to the product team (direct discussions can be organised through the Account Manager). Adzooma agrees to consider any requests made in this way in good faith, having regard to the overall product roadmap, the likely benefit of those features to other customers, the anticipated time investment required to develop the feature and any other considerations which Adzooma reasonably considers relevant.
    4. Where Adzooma agrees to develop a new feature as part of the general development of the Platform, Adzooma will retain discretion as to the nature and functionality of the new feature and as to the timescales for development and implementation. The Platform User acknowledges that Adzooma is entitled to implement any suggestions or proposals made in accordance with 4.3 if and as it sees fit, and that the Platform User shall not be entitled to any exclusivity, recompense or other rights in respect of any new features developed in this manner.
    5. If Adzooma is unable to agree to develop a new feature as part of the general development of the Platform, it will explain the reason(s) for this and confirm whether it would be prepared to develop the new feature as a separate project by way of Bespoke Services provided to the Platform User. Any Bespoke Services shall be ordered in accordance with clause 2 and subject to clause 7.
    6. It may be necessary from time to time for Adzooma to disable part or all of the Platform for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Platform, Adzooma shall use reasonable endeavours to provide notice to the Platform User of any such maintenance and to perform it outside of working hours.
  5. DOCUMENTATION AND SUPPORT
    1. If the Platform User has any queries as to how to use the Platform it should consult the Documentation in the first instance.
    2. If the Platform User requires support in using the Platform or any Galaxy Bolt Ons, the Platform User can contact Adzooma to make a request for Support Services, which will be dealt with in accordance with the Schedule.
    3. The Platform User will make available an Account Manager, who will be fully trained and certified as a Google Ads and Facebook Ads expert. The Platform User will be provided with a direct phone number and email address for the Account Manager, which it may use to contact the Account Manager at any time during the Term with any general issues or queries about how to get the best out of the Platform.
    4. The Account Manager will be generally available during working hours to address any issues or queries raised (other than during periods of annual leave or other authorised absence). Where the Account Manager is unable to provide an immediate response (for example because the issue or query requires further investigation) the Account Manager will provide an initial response and then follow up with a full response as soon as reasonably practicable.
    5. Adzooma will use reasonable endeavours to avoid changing the Account Manager allocated to the Platform User. However, where the Account Manager becomes temporarily or permanently unavailable Adzooma shall ensure that the Account Manager is promptly replaced with a suitably competent, qualified and experienced alternative. In such case, Adzooma shall introduce the replacement Account Manager and use reasonable endeavours to avoid or minimise any disruption caused to the Platform User as a result of the change.
  6. GALAXY BOLT ONS
    1. To complement and enhance its experience of utilising the Platform, the Platform User may subscribe for Galaxy Bolt Ons. Galaxy Bolt Ons may either be ordered at the same time as the Galaxy Package or added subsequently by way of further Order Form. Any Galaxy Bolt On, whether ordered together with the Galaxy Package or separately, will run for the Term of the Galaxy Package.
    2. The API Base Access Bolt On provides integration with compatible third party platforms. Details of compatible platforms are available on request from Adzooma. The following specific terms apply if the Platform User selects the API Base Access Bolt On:
      1. Adzooma may from time to time add additional compatible third party platforms on notice to the Platform User. Where it does so, the Platform User may use the API Base Access Bolt On to interface with the additional platform from such date as Adzooma may notify to it.
      2. Adzooma will use its reasonable endeavours to maintain compatibility with any third party platform notified to the Platform User prior to the Platform User ordering the API Base Access Bolt On. However, the Platform User acknowledges that Adzooma's ability to maintain compatibility is partially dependent on continued support from the third party provider of the platform. If Adzooma is no longer able to provide support for a particular platform any reason, Adzooma will notify the Platform User accordingly. If the Platform User is no longer able to use the APIs as a result, the Platform User may terminate the API Base Access Bolt On on written notice within 30 days of the date on which support for that platform is discontinued.
      3. The Platform User acknowledges that Adzooma is not responsible for the performance of any third party platform which the Platform interfaces with by way of API, and Adzooma cannot accept responsibility for any malfunction or other error or non-performance as a result of an issue with the third party platform.
    3. The Managed Account Bolt On provides a fully managed service for the Platform User’s use of the Platform. Working directly with the Platform User’s team, Adzooma will develop KPIs and performance targets together with a strategy to achieve them, and will run the Platform User’s account on its behalf in accordance with that strategy, providing fortnightly breakdowns and expert advice on online advertising performance. The following specific terms apply if the Platform User selects the Managed Account Bolt On:
      1. Adzooma will use its reasonable endeavours to meet any KPIs and performance targets agreed and to execute the agreed strategy. However, the Platform User acknowledges that Adzooma is unable to guarantee that any specific KPIs or performance targets will be met, and that Adzooma shall have the right to make reasonable departures from the strategy where it considers in its expert opinion that it is in the best interests of the Platform User (and/or its Client) to do so.
      2. Where the Platform User (or the Client) has any specific requirements (for example specific budgets, restrictions around its advertising or regulatory requirements with which it must comply) the Platform User must ensure that any such requirements are clearly notified to Adzooma in writing and that (where applicable) the mandatory nature of these requirements is confirmed. Adzooma shall not be responsible for any failure to comply with requirements not communicated in this manner.
    4. The Proposal and Account Creation Bolt On allows the Platform User to scale with minimal effort, automatically creating an account and proposal for each new Client. The following specific terms apply if the Platform User selects the Proposal and Account Creation Bolt On:
      1. The Platform User acknowledges that the account and proposal is created using an automated process without human intervention and is provided to assist in speeding up the account creation process. However, the Platform User is expected to carefully check the created settings and proposal and to revise it as appropriate in its expert discretion to meet its Client’s requirements. The Platform User must not publish any campaign until it has satisfied itself that it is comfortable with the content of the campaign and all applicable parameters.
      2. The Proposal and Account Creation Bolt On only assists with Automated Account Creation. Once the account has been created, the Platform User must monitor and maintain the account in the usual way.
  7. Bespoke Services
    1. Bespoke Services are services which are not included within the Galaxy Package and are not available as Galaxy Bolt Ons but may be ordered separately.
    2. Adzooma shall be responsible for the provision of the consultants who provide the Bespoke Services. In the event that any individuals become unavailable due to (for example) accident, illness, termination of employment or reallocation to another task, Adzooma shall use reasonable endeavours to provide a suitable replacement.
    3. Timescales given for the performance of Bespoke Services are for indicative purposes only.
    4. The Bespoke Services shall be provided to substantially conform to any specification agreed. Where no specification is agreed Adzooma shall draft a specification that it considers appropriate and shall send it to the Platform User for comments then make any revisions as it considers appropriate following receipt of any such comments.
  8. USERS
    1. The Galaxy Package entitles the Platform User to have an unlimited number of Users. The Platform User can add or remove Users at any time, and should ensure that it creates a separate User account for every individual User.
    2. User accounts are strictly to be used by the User to whom they are originally allocated and must in no circumstances be shared between users, reallocated or transferred to another individual. It is the Platform User’s responsibility to ensure that User accounts are used only by the User to whom they are originally allocated and the Platform User shall be strictly liable for any failure to comply with this clause 8.2, whether or not the Platform User’s consented to or was aware of such misuse.
    3. Save as otherwise authorised in writing, User accounts may only be issued to employees, consultants and/or agents of the Platform User.
    4. Without prejudice to its other rights or remedies, Adzooma may suspend any User account at any time where it reasonably believes that the acts or omissions of such User has caused or is likely to cause Platform User to breach these terms, that the User account has been used by multiple people or reallocated contrary to clause 8.1 or that the User is not a person who is eligible to use the Platform.
    5. The Platform User shall, and shall procure that each User shall, keep all access credentials for the Platform confidential and secure.
    6. In no circumstances shall the Platform User permit any party other than a User to access the Platform using its Galaxy Package. Users shall be permitted access only to the extent that they are using the Platform for the Platform User’s business purposes.
  9. WARRANTIES
    1. Adzooma will use reasonable endeavours to ensure that the Platform is available for the use of all Users during working hours.
    2. By the nature of the Platform and the Galaxy Bolt Ons, Adzooma cannot warrant that they will be entirely error free. However, in accordance with its obligations under clause 5 and the Schedule, Adzooma shall use its reasonable endeavours to remedy any material error reported by the Platform User as soon as reasonably and commercially practicable following such report. In the event that the Platform User does experience issues with the Platform or a Galaxy Bolt On it shall report the problem using the procedure set out in clause 5 and the Schedule for the Support Services, and the Platform User agrees that the Support Services shall be its sole and exclusive remedy for any problems or deficiencies with the Platform or a Galaxy Bolt On.
    3. To get the most out of the Platform, Users will need to access it via a Compatible Browser. the Platform may be accessible via other web browsers, or via earlier versions or differently configured versions of the Compatible Browsers, but in these cases functionality may be limited. Adzooma gives no warranty as to the accessibility or functionality of the Platform when it is being accessed other than via a Compatible Browser.
    4. Adzooma warrants to the Platform User that:
      1. Adzooma has the right, power and authority to enter into this agreement with the Platform User to grant to the Platform User and the Users the rights contemplated in these terms and supply the Platform; and
      2. The performance or making available of the Platform to the Platform User and to the Users does not and shall not infringe the Intellectual Property Rights of any third party.
    5. In performing its obligations in connection with the Galaxy Package, any Galaxy Bolt Ons and any Bespoke Services, Adzooma warrants that it shall comply with all applicable laws and has and shall maintain all licences, permissions, waivers, certificates and consents as are necessary or as may be required for the provision and use of the Platform under or in connection with the Galaxy Package, any Galaxy Bolt Ons and any Bespoke Services.
    6. The Platform User warrants that all information and documentation provided by it in relation to the Galaxy Package is true, complete and accurate.
    7. If Adzooma’s employees, consultants or agents are required to attend the Platform User’s premises (or any other premises the Platform User may request that they attend), the Platform User shall take responsibility for the health and safety of any such individual, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner.
  10. INTELLECTUAL PROPERTY RIGHTS
    1. All rights, title and interest (including Intellectual Property Rights) in the Platform and any Developments shall (as between Adzooma and the Platform User) belong to the Adzooma, and nothing in these terms shall operate to transfer any such rights to the Platform User.
    2. Subject to clause 10.3, the Platform User acknowledges that to the extent it acquires any rights in the Platform or any Developments it hereby assigns such rights absolutely (by way of present assignment of future rights) to Adzooma. Where applicable the Platform User shall be entitled to use such parts of the Platform or the Developments in accordance with its Galaxy Package.
    3. The Platform User shall retain all rights in the Platform User Branding and Platform User Content. The Platform User grants Adzooma a non-exclusive royalty free licence to use such Platform User Branding and Platform User Content for the purposes of providing the Platform, the Galaxy Bolt Ons and any Bespoke Services and, in the case of the Platform User Branding, in publicity material.
    4. The Platform User shall retain all rights in the Platform User Branding and Platform User Content. The Platform User grants Adzooma a non-exclusive royalty free licence to use such Platform User Branding and Platform User Content for the purposes of performing its obligations and, in the case of the Platform User Branding, in publicity material.
    5. Adzooma will indemnify the Platform Useragainst any losses, damages, claims, costs and expenses suffered or incurred by or awarded against the Platform User as a result of any claim (a Claim) that use of the Platform, a Galaxy Bolt On, the Documentation and/or any Developments in accordance with these terms, and/or receipt of any of the Bespoke Services, infringes any Intellectual Property Rights subsisting in the United Kingdom and belonging to a third party.
    6. To obtain the benefit of the indemnity set out in clause 10.5:
      1. The Platform User must immediately notify Adzooma if it receives notice of any Claim or has reason to suspect that a Claim may be brought;
      2. Following such notice the Platform User must allow Adzooma to take full conduct of such Claim, including any negotiations and including the right to settle the Claim on such terms as Adzooma sees fit and shall, at Adzooma’s reasonable expense, provide all such co-operation as Adzooma may request; and
      3. the Platform User must not make any admission, concession or other statement regarding the Claim to any party, other than to acknowledge receipt of documentation and to confirm (where applicable) that Adzooma has conduct of the Claim.
      4. The Platform User shall not be entitled to rely on the indemnity set out at clause 10.5 where the Claim arose (wholly or partially) as a result of (a) the Client or any other User using the Platform, the Galaxy Bolt Ons, the Documentation, the Developments, and/or the Bespoke Services (as applicable) (a) in a way other than permitted by these terms, (b) in a manner that they knew or suspected may give rise to a Claim or (c) in a negligent manner, or where the Claim arose out of or in connection with any content that the Platform User asked Adzooma to include within Developments.
  11. FEES And Advertising Spend
    1. The Platform User shall pay the Fees as follows:
      1. the Galaxy Base Price shall be payable monthly in advance;
      2. any Galaxy Bolt On Fees (or part thereof) which are a fixed monthly sum shall be payable monthly in advance;
      3. any Galaxy Bolt On Fees (or part thereof) which are variable (for example, are dependent on the number of Clients serviced) shall be payable monthly in arrears; and
    2. All Fees are exclusive of VAT which is chargeable in additional at the prevailing rate. VAT shall also be payable on expenses where applicable.
    3. Adzooma may suspend access to the Platform or the provision of any Galaxy Bolt Ons and/or Bespoke Services without liability if any amount due to it from the Platform User is not paid by the due date and may maintain such suspension until all outstanding sums due to Adzooma from the Platform User have been paid. This does not affect the liability of the Platform User to pay any Fees due during any period of suspension.
    4. All amounts due to Adzooma shall be paid by the Platform User to Adzooma in full without any set-off, counterclaim, deduction or withholding.
    5. The Platform and Galaxy Bolt Ons are provided to facilitate the Platform User’s online advertising activities, but the Platform User remains fully responsible for the payment of any fees, charges or other amounts due to third parties (including advertising platforms) in respect of any advertising arranged through the Platform (Advertising Spend).
    6. Depending on how the Platform User configures the Platform (and/or the instructions given to Adzooma via an API, as part of Automated Account Creation or in connection with the Managed Services), the Platform User may become contractually committed to Advertising Spend. The Client is therefore advised to carefully check its configuration of the Platform and any instructions given to Adzooma and to monitor Advertising Spend and budgets to ensure that it is comfortable with the level of Advertising Spend which it is committing to. Adzooma cannot be responsible for any unexpected Advertising Spend caused by the Platform User’s misconfiguration of the Platform or incorrect, inaccurate or unclear instructions.
    7. In the event any Advertising Spend is incurred by Adzooma for any reason, the Platform User agrees to immediately on demand reimburse such amounts to Adzooma in full.
  12. TERM AND Termination
    1. The Galaxy Package will continue for the Initial Term and will automatically renew at the end of the Initial Term and every 12 months thereafter until terminated in accordance with this clause 12.
    2. Adzooma reserves the right to increase the Fees upon renewal of the Galaxy Package provided that:
      1. the Platform User is informed of the increase at least 3 months before the Galaxy Package is due to renew; and
      2. the increase is no greater than the percentage increase in the UK Retail Prices Index since the last increase was notified to the Platform User (or if there has been no prior increase, since the date of this agreement).
    3. Either party may decide not to renew the Term by informing the other in writing not less than 3 months prior to the date on which the Galaxy Package is due to renew, or in the event of a price increase, within 30 days of being informed of a price increase (if later).
    4. Either party may terminate the Galaxy Package, or any agreement to provide Galaxy Bolt Ons or Bespoke Services, immediately on written notice if the other:
      1. commits an irremediable breach of these terms, persistently commits remediable breaches or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;
      2. (fails to pay any amount due to the other as it falls due (under any agreement); or
      3. makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.
    5. In the event of termination of an agreement for any reason:
      1. except where expressly stated to the contrary in these terms, any Fees already paid shall be non-refundable;
      2. any amounts invoiced under the terminated agreement as at the date of termination shall become immediately due and payable;
      3. Adzooma may invoice for any Galaxy Bolt On Fees and Bespoke Services Fees due in respect of Galaxy Bolt Ons and Bespoke Services which have been provided up until the date of termination, and any expenses due, and those invoices shall be immediately due and payable;
      4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and
      5. where the agreement terminated is the main Galaxy Package agreement:
        1. all Galaxy Bolt Ons and Bespoke Services (and agreements for those Galaxy Bolt Ons and Bespoke Services) shall also immediately terminate, unless otherwise agreed;
        2. the Platform User’s (and all Users’) access to the Platform shall be withdrawn by Adzooma and the Platform User shall not (and shall ensure that the Users do not) make any further attempt to access the Platform; and
        3. Adzooma shall be entitled to delete any Platform User Content from its servers.
      6. The termination of an agreement shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 9, 12, 13, 16 and 17, or the continuation of any other agreements (except where clauses 12.5.5(a) applies).
  13. LIABILITY
    1. The Platform User shall indemnify and hold Adzooma harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:
      1. any breach by a User of the Acceptable Use Policy; and/or
      2. any criminal or civil legal action brought against Adzooma as a result of storage or transmission of information or material using the Platform or otherwise as a result of the use of the Platform, the Galaxy Bolt Ons, the Developments, the Documentation and/or the Bespoke Services by the Platform User or any User other than in accordance with the Documentation and as permitted by these terms.
    2. The express terms set out in this document are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
    3. Save as provided by clause 14.3 below:
      1. Adzooma’s total aggregate liability in respect of all causes of action arising out of or in connection with the Galaxy Package, any Galaxy Bolt Ons, any Bespoke Services or otherwise in connection with these terms (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not in any Contract Year exceed the total Fees paid or payable under the relevant agreement during the preceding Contract Year (save that in respect of any causes of action arising in the first Contract Year, the limit shall be the total Fees paid or payable during the first Contract Year);
      2. or the purposes of clause 13.3.1, any causes of action arising after the date of termination of the agreement shall be deemed to have occurred immediately prior to the termination of the agreement; and
      3. Adzooma shall be liable for any claim arising out of or in connection with the Galaxy Package, any Galaxy Bolt Ons, any Bespoke Services or otherwise in connection with these terms to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether it knew or had reason to know of the possibility of the loss or damage in question.
    4. Nothing in these terms shall limit or exclude Adzooma’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
  14. CONFIDENTIALITY
    1. Each party undertakes that it shall not at any time disclose to any third party any confidential information (being any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one party and disclosed to or otherwise obtained by the other party in connection with this agreement), nor use such information for any purpose other than to exercise its rights and perform its obligations under this agreement, except as otherwise permitted by this agreement or with the prior written consent of the other party.
    2. The provisions of this clause 14 shall not apply to any confidential information that the receiving party can demonstrate:
      1. is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of this agreement or any other obligations of confidentiality;
      2. is or was lawfully received from a third party not under an obligation of confidentiality with respect to it;
      3. is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); or
      4. was developed independently of and without reference to confidential information disclosed by the other party,
      provided always that, except where it is prohibited from doing so by law or court order, a party wishing to rely on an exception contained in this clause 14.2 shall provide the other with at least ten (10) days’ written notice of its intention to do so, such notice specifying details of the exception to be relied upon and the information concerned.
    3. Each party shall be entitled to divulge the other party’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with this agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.
  15. FORCE MAJEURE
    1. Adzooma shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (a Force Majeure Event).
    2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Adzooma’s reasonable control and includes in particular (without limitation), terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm (including lightning strike), flood, or other natural disaster or adverse weather, industrial action or other shortage of available staff, impossibility of the use of telecommunications networks, or interruption or failure of utility service, malicious activity against Adzooma’s computer systems such as computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other customers and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
    3. Where the Force Majeure Event affects the Platform or the Developments the Platform User accepts that access to the Platform or the Developments (as applicable) may be unavailable or restricted during the continuance of the Force Majeure Event. Where the Force Majeure Event affects Galaxy Bolt Ons or Bespoke Services, the Platform User’s right to receive such Galaxy Bolt Ons or Bespoke Services is deemed to be suspended for the period that the Force Majeure Event continues, and Adzooma shall have an extension of time for performance for the duration of that period. Adzooma shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations may be performed despite the Force Majeure Event.
  16. NOTICES
    1. Each notice given under or in relation to an agreement governed by these terms must be in writing, must clearly state the full corporate name of the Platform User and must be either delivered by hand or sent by pre-paid first class post to the recipient’s nominated address, or sent by email to the recipient’s nominated email address.
    2. Adzooma’s nominated address for notices is Clicktech Solutions Ltd, Leytonstone House 3 Hanbury Drive, Leytonstone, London, United Kingdom, E11 1GA, and its nominated email address is dave@clicktech.com. The communication must be marked for the attention of David Sharpe, Director.
    3. The Platform User’s nominated postal address and email address for notices shall be deemed to be as set out in the Order Form.
    4. Each party may update its nominated contact details by notice to the other from time to time.
    5. A notice shall be deemed to have been received (a) in the case of a delivery made in person, when delivered, (b) in the case of first class post, two working days after posting, or (c) in the case of email, at the time of sending if between 9am and 4:30pm on a working day, at 9am on that day if sent before 9am on a working day or otherwise at 9am on the next working day (provided in each case that no email delivery failure notification is received).
    6. This clause 16 does not apply to the service of legal proceedings or other documents in any legal action.
  17. GENERAL
    1. These terms document the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into an agreement subject to these terms it has not relied upon any representation, undertaking or promise except as set out in these terms.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
    3. The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to an agreement does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
    4. The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to an agreement shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.
    5. The Platform User may not assign, transfer, sub-contract or otherwise part with its agreement for the Galaxy Package, any Galaxy Adds Ons or any Bespoke Services, or any right or obligation under such an agreement, without Adzooma’s prior written consent.
    6. Adzooma may amend these terms from time to time by notice to the Platform User. The revised terms shall take effect on such date as Adzooma may nominate, provided that such date must not be less than 30 days from the date of the notice save where the change is required by law to take place earlier.
    7. Nothing in these terms shall confer any rights upon any person who is not a party to the agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    8. Any agreement entered into pursuant to these terms (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with such an agreement.
SCHEDULE
SCHEDULE

Service Levels

  1. A request for Support Services will be allocated a category by Adzooma who will use all reasonable endeavours to respond and resolve all Support Services requests within the timescales allocated to the category as per the table below.
 Target Response timeTarget resolution time

Severity 1

Critical production issue that severely impacts the Platform User’s use of the Platform or a Galaxy Bolt On or halts the Platform User’s business operations and no procedural workaround exists or the Platform or Galaxy Bolt On is unavailable.

15 working minutes2 working hours

Severity 2

Major functionality is impacted or significant performance degradation is experienced. The situation is causing a high impact to portions of the Platform User’s business operations.

30 working minutes4 working hours

Severity 3

There is a partial, non-critical loss of use of the Platform or a Galaxy Bolt On with a The Platform User’s business continues to function with a short term workaround.

1 working hour2 working days

Severity 4

Inquiry regarding a routine technical issue. Information requested on the Platform or Galaxy Bolt On capabilities, use, installation or configuration. Issue affecting a small number of Users with an acceptable workaround available.

8 working hours5 working days
  1. Availability
    1. Adzooma will use all reasonable endeavours to ensure the Platform, the API Base Access Bolt On and the Proposal and Account Creation Bolt On are available at least 99.9% of the time, 24 hours a day, 7 days a week.
    2. Availability shall be calculated separately for each calendar month. A separate availability calculation shall apply for (a) the Platform together with the Proposal and Account Creation Bolt On and (b) the API Base Access Bolt On.
    3. Availability shall be calculated by dividing the time that the Platform (including the Proposal and Account Creation Bolt On) or the API Base Access Bolt On (as applicable) was deemed available by the total target availability and multiplying the result by 100. The Platform / API Base Access Bolt On shall be deemed available if not affected by a Severity 1 issue.
    4. For the purposes of paragraph 2.3 the total target availability is the number of hours in the relevant calendar month subtract any time that the Platform / API Base Access Bolt On was unavailable due to (a) maintenance (planned or unplanned), (b) breach of the agreement by the Platform User, (c) problems caused by the Platform User’s (or a User’s) own systems or networks, or by hardware, software, firmware or media not supplied by Adzooma, (d) attempting to access the Platform other than via a Compatible Browser; (e) a Force Majeure Event or (f) suspension which is permitted by the agreement.
    5. If:
      1. the Platform (including the Proposal and Account Creation Bolt On) fails to meet the availability target as set out above in any calendar month then the Platform User shall be entitled to request a service credit equivalent to one percent of the Galaxy Base Price and, if applicable, Galaxy Bolt On Fees payable for the Proposal and Account Creation Bolt On, for that calendar month for each percentage point that the availability falls below the availability target; and
      2. the API Base Account Bolt On fails to meet the availability target as set out above in any calendar month then the Platform User shall be entitled to request a service credit equivalent to one percent of the Galaxy Bolt On Fees payable for the API Base Account Bolt On for that calendar month for each percentage point that the availability falls below the availability target.
      The right to claim a service credit set out in this paragraph 2.5 shall be the Platform User’s sole and exclusive remedy.
    6. A request for a service credit in accordance with this Schedule must be made in writing within three months of the expiry of the month to which the request relates. Any service credit awarded shall be applied as a credit against the next invoice for Fees issued by Adzooma or, if no further invoice is due, shall be paid in cash within 30 days of the expiry of the calendar month in which the request is made.
  2. PLATFORM USER'S RESPONSIBILITIES
    1. Adzooma’s ability to provide the Support Services relies on the Platform User making a full and detailed report of the particular issue being experienced, sufficient for Adzooma to reproduce the issue (where applicable) and to identify the cause. Where the initial support request submitted by the Platform User is insufficiently detailed Adzooma shall request clarification from the Platform User and the resolution target time shall run from the point at which a sufficiently detailed response is received.
    2. Once a support request has been submitted the Platform User must fully co-operate with Adzooma to assist Adzooma in resolving the issue. Should the Platform User at any time not promptly respond to any query raised by Adzooma then the time for resolving the issue shall be deemed suspended until an appropriate response is received.
  3. LIMITATIONS
    1. The Support Services do not cover:
      1. problems caused by use of the Platform / Galaxy Bolt On in breach of these terms, including where the Platform is being used contrary to the Acceptable Use Policy or otherwise than as described in the Documentation;
      2. use of the Platform / Galaxy Bolt On by employees or other representatives of the Platform User who are not authorised Users, do not have suitable qualifications and experience and/or have not received sufficient training;
      3. problems caused by the Platform User’s (or other User’s) own systems or networks, or by hardware, software, firmware or media not supplied by Adzooma;
      4. use of the Platform / Galaxy Bolt On other than through a Compatible Browser;
      5. issues caused by Force Majeure Events;
      6. providing training to Users;
      7. rectifying errors made by Users; or
      8. provision of on-site support or support at any location other than remotely from Adzooma’s own premises.
    In the event that the Platform User requests any support of a type described in paragraph 4.1 Adzooma may provide the requested support at its discretion, but shall be entitled to charge for such support as a Bespoke Service.