Terms of Service

1. INTRODUCTION

1.1 We have developed certain software applications, application programming interface (API) and platforms which enable you to communicate directly with customers and potential customers via our mobile application, Beepz.me (App).

1.2 This page (together with the documents expressly referred to on it, including our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy) tells you information about us and the legal terms and conditions (Terms) on which we provide the Services (as defined below) to you.

1.3 These Terms will apply to any contract between us for the provision of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms.

1.4 Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Services from our site.

1.5 You should print a copy of these Terms or save them to your computer for future reference.

1.6 We may amend these Terms from time to time as set out in clause 19.

1.7 These Terms, and any Contract between us, are only in the English language.

2. INFORMATION ABOUT US

2.1 We operate the website www.beepz.me (site). We are Beepz LLP, a limited liability partnership registered in England and Wales under number OC378976 and have our registered office at The Glades, Festival Way, Stoke on Trent, Staffordshire, ST1 5SQ. Our VAT number is 144319229.

2.2 To contact us, please see our Contact Us page TBC.

3. SERVICES

3.1 Subject to the other provisions of these Terms, we shall, during the Subscription Term, and within the limits of your Subscription:

3.1.1 provide you with access to the Beepz Portal;

3.1.2 enable you to create a Beepz QR Code and provide you with this as an image via the Beepz Portal or API;

3.1.3 if you subscribe to and we provide a fully managed service we will create and provide to you a Beepz QR Code image(s) individually or as part of a campaign based upon information provided by you to us.

3.1.4 we will send to any mobile device with the Beepz App installed which has scanned a Beepz QR Code, the Beepz Message and associated messages within the campaign that are connected to the Beepz QR Code, on the assumption that the mobile device has a network coverage;

3.1.5 in respect of the Beepz messages when you (or us via the managed service) update the content of such Beepz Message via the Beepz Portal or API, the information will update the associated Beepz message contained in any App which has scanned the relevant Beepz QR Code.

3.2 We shall make available the Documentation to you on and subject to these Terms.

3.3 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.3.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

3.3.2 unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

3.4 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

4. CHARGES AND PAYMENT

4.1 You shall pay the Subscription Fees to us for your Subscription in accordance with this clause 4.

4.2 You shall on purchasing your first Subscription and agreeing these Terms provide to us, via our online payment service provider valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, you hereby authorise us, via our online payment service provider to bill such credit card:

4.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

4.2.2 subject to clause 16.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and we will provide you with an invoice for such Subscription Fees on receipt of payment within your account area.

4.3 If we have not received payment within 3 days after the due date, and without prejudice to any of our other rights and remedies:

4.3.1 we may, without liability to you, disable your password, account and access to all or part of the Services and the Beepz Portal and we shall be under no obligation to provide any or all of the Services while payment concerned remain unpaid, including cancelling of existing QR codes and campaigns; and

4.3.2 interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of our UK clearing bank from time to time at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 All amounts and fees stated or referred to in this agreement:

4.4.1 shall be payable in pounds sterling;

4.4.2 are, subject to clause 15.4.2, non-cancellable and non-refundable;

4.4.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

4.5 If, at any time whilst using the Services, you exceed, or attempt to exceed, the number Beepz QR Codes or Beepz Messages contained in your Subscription, we may either:

4.5.1 suspend provision of the Services (or relevant part thereof) and/or suspend your access to the Beepz Portal until the beginning of the following Subscription Period; or

4.5.2 increase your Subscription to the next highest package immediately if you pay the increased fees. The following months will then be charged at the new higher package level and Subscription Fees shall be deemed to have been amended accordingly.

5. SUBSCRIPTION

5.1 Subject to you purchasing a Subscription in accordance with clause 6.3 and clause 4.1, the restrictions set out in this clause 4 and the other terms and conditions of these Terms, we hereby grant you a non-exclusive, non-transferable right to access the Beepz Portal and the Documentation during the Subscription Term solely in connection with the provision of Services by us.

5.2 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your access to the Beepz Portal that:

5.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.2.2 facilitates illegal activity;

5.2.3 depicts sexually explicit images;

5.2.4 promotes unlawful violence;

5.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.2.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause. In addition should any of the Beepz messages created by you have content including any of, but not limited to, the above, we reserve the right to modify, alter or delete the beepz message.

5.3 You shall not:

5.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

5.3.1.1 and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

5.3.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

5.3.2 access all or any part of the Software, Beepz Portal, API and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

5.3.3 use the Services and/or Documentation to provide services to third parties; or

5.3.4 subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; or

5.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.

5.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Beepz Portal, API and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

5.5 The rights provided under this clause 4 are granted to you only.

6. SUBSCRIPTION UPGRADE

6.1 Subject to clause 6.2 and clause 6.3, you may, from time to time during any Subscription Term, upgrade your Subscription to a larger package and we shall provide additional Services and, if relevant, increased access to the Beepz Portal in accordance with the provisions of these Terms.

6.2 If you wish to upgrade your Subscription, please notify us in writing or purchase online on the website (www.beepz.me) within your Account Settings page.

6.3 If we approve your request to upgrade your Subscription, we shall be entitled to take immediate payment for the increased Subscription Fees, in accordance with clause 4.2.

7. OUR OBLIGATIONS

7.1 We undertake that the Services will be performed substantially in accordance with these Terms, the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, we:

7.2.1 do not warrant that the provision of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the desired outcome of your use of the Services will meet the your requirements; and

7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7.4 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

8. YOUR OBLIGATIONS

8.1 You shall:

8.1.1 provide us with:

8.1.1.1 all necessary co-operation in relation to these Terms and the provision of the Services; and

8.1.1.2 all necessary access to such information as may be required by us;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

8.1.2 comply with all applicable laws and regulations with respect to your activities under these Terms;

8.1.3 carry out all of your responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User’s breach of these Terms;

8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms, including without limitation the Services;

8.1.6 ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

8.1.7 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our database and, where relevant, API, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

8.1.8 not create and supply the end user with any information to which they have not subscribed or effectively requested. You must not create a Beepz message as part of a campaign that does not provide the user with information that they were told they would receive as part of that campaign;

8.1.9 not create such numbers of Beepz messages within a campaign such that it overloads the end user. This will adversely affect the service and the benefit of Beepz to the end user and the company/contributors themselves.

9. CUSTOMER DATA

9.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

9.2 We shall, in providing the Services, comply with our Privacy Policy relating to the privacy and security of the Customer Data available at beepz.me or such other website address as we may notify you from time to time, as such document may be amended from time to time by us in our sole discretion.

9.3 If we process any personal data on your behalf when performing our obligations under these Terms, we both hereby acknowledge our common intention that you shall be the data controller and we shall be a data processor and in any such case:

9.3.1 you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order for us to carry out the Services and our other obligations under this agreement;

9.3.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

9.3.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

9.3.4 we shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and

9.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

10. MESSAGE CONTENT

10.1 Our Website Acceptable Use Policy applies to Message Content. We reserve the right, without liability to you, to refuse to provide any Service where the Message Content breaches the terms of our Website Acceptable Use Policy.

10.2 Should any Beepz message be created and promoted in which the content breaches the terms of our Website Acceptable Use Policy, we reserve the right to modify, alter or delete the Beepz message, QR code and any associated campaign.

10.3 You must not create and supply the end user with any information to which they have not subscribed or effectively requested. You must not create a Beepz message as part of a campaign that does not provide the user with information that they were told they would receive as part of that campaign.

11. ACCEPTABLE USE/FAIR USE/APPROPRIATE USE

11.1 Whilst the maximum level of use with regard to QR code creation and total campaigns is dependent upon the package level you select, the number of messages created within a campaign and thus sent to the user will need consideration. For you, other companies and the end users to benefit from Beepz.me the number of messages within a campaign needs to be controlled. Overloading the user with messages will detract from the benefits of Beepz, for this reason we reserve the right to monitor the message content and number of messages within a campaign to ensure Fair and Acceptable and Appropriate Use. Should it be deemed that the campaign size is unacceptable we will contact you to discuss and we reserve the right to reduce the campaign size for the benefit of all users of Beepz.me.

12. PROPRIETARY RIGHTS

12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services, the Software and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.2 We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

13. CONFIDENTIALITY

13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

13.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

13.1.2 was in the other party's lawful possession before the disclosure;

13.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

13.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

13.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

13.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

13.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

13.6 We acknowledge that the Customer Data is the Confidential Information of the Customer.

13.7 This clause 13 shall survive termination of the Contract, however arising.

14. INDEMNITY

14.1 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:

14.1.1 you are given prompt notice of any such claim;

14.1.2 we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

14.1.3 you are given sole authority to defend or settle the claim.

14.2 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that any alleged infringement is based on:

14.2.1 a modification of the Services or Documentation by anyone other than us; or

14.2.2 your use of the Services or Documentation in a manner contrary to the instructions given to you by us or contained in these Terms; or

14.2.3 your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.

14.3 The foregoing and clause 15.4.2 state your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

15. LIMITATION OF LIABILITY

15.1 This clause 15 sets out our entire financial liability of (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

15.1.1 arising under or in connection with these Terms or the Contract;

15.1.2 in respect of any use made by you of the Services and Documentation or any part of them;

15.1.3 in respect of the provision of the Services and the Documentation by us to you; and

15.1.4 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

15.2 Except as expressly and specifically provided in these Terms:

15.2.1 you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at the your direction;

15.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

15.2.3 the Services and the Documentation are provided to you on an "as is" basis.

15.3 Nothing in this agreement excludes our liability:

15.3.1 for death or personal injury caused by the our negligence; or

15.3.2 for fraud or fraudulent misrepresentation.

15.4 Subject to clause 15.2 and clause 15.3:

15.4.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

15.4.2 our total aggregate liability in contract (including in respect of the indemnity at clause 1.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscriptions during the 12 months (or, if less, the Subscription Term) immediately preceding the date on which the claim arose.

16. TERM AND TERMINATION

16.1 The Contract shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of the same length as the Initial Subscription Term (each a Renewal Period), unless:

16.1.1 either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

16.1.2 otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

16.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

16.2.1 the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

16.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

16.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

16.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

16.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

16.2.6 the other party ceases, or threatens to cease, to trade; or

16.2.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

16.3 On termination of this agreement for any reason:

16.3.1 all licences granted under this agreement shall immediately terminate;

16.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

16.3.3 we may destroy or otherwise dispose of any of the Customer Data in our possession; and

16.3.4 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.

17. FORCE MAJEURE

We shall have no liability to you under these Terms or the Contract if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.

18. TRADE MARK LICENCE

18.1 You grant to us a non-exclusive, non-transferable, royalty-free licence for the Subscription Term to use your Brand IPR in the creation of Beepz Messages and performance of the Services in accordance with these Terms.

18.2 You warrant to us that you are not aware of any reason why you might not be entitled to license the Brand IPR and why the use of the Brand IPR by us in accordance with these Terms would constitute an infringement of any third party's intellectual property

18.3 We shall only use the Brand IPR in accordance with your instructions, provided via the Beepz Portal.

18.4 We acknowledge that we will not gain any right, title or interest in your Brand IPR or associated goodwill, which shall vest automatically in you and we shall not make any use of them except in accordance with these Terms.

18.5 Subject to us fulfilling all the conditions in this clause 18, you shall indemnify us against any liability incurred by us in connection with the use by us of your Brand IPR or any breach by you of the terms of this clause 18 and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability.

19. OUR RIGHT TO VARY THESE TERMS

19.1 We may revise these Terms from time to time in the following circumstances:

19.1.1 changes in how we accept payment from you;

19.1.2 changes in relevant laws and regulatory requirements.

19.2 Whenever we revise these Terms in accordance with this clause 19, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.

20. WAIVER

20.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

20.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

21. SEVERANCE

21.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22. ENTIRE AGREEMENT

22.1 These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

22.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

23. ASSIGNMENT

23.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.

23.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

24. NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. THIRD PARTY RIGHTS

The Contract does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. NOTICES

26.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by email to the other party at:

26.1.1 in our case, the details set out in these Terms;

26.1.2 in your case, the details provided to us during your registration with our site,
or such other address details as may have been notified by that party for such purposes.

26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

27. GOVERNING LAW AND JURISDICTION

27.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

27.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

28. INTERPRETATION

28.1 The definitions and rules of interpretation in this clause apply in these Terms.
Beepz Messages: the messages and notifications connected to a Beepz QR Code and sent to any App on a mobile device which has scanned the relevant Beepz QR Code, including:

28.1.1 A Beepz Message (This will give each user the same message);

28.1.2 A Personalised Beepz Message (Enables bespoke/individual messages to be sent to users or a group of users)
and any other message or notification type which we decide to make available to you from time to time.

Beepz Portal: is the online access point for the companies to create, view and edit Beepz Messages and Campaigns and download the associated Beepz QR code images. The portal is also the area within which the company can manage their account including but not limited to changing their subscription level.
Beepz QR Code: any quick response code generated by us following a request from you, via the Beepz Portal or API and based on the Customer Information provided by you to us in connection with such Beepz QR Code.

Brand IPR: any intellectual property rights, including trademarks and service marks, which you use in connection with your business and which you authorise us, by the uploading of such marks to the Beepz Portal, to use in the content of Beepz Messages.

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5.

Customer Data: the data inputted by you or us on your behalf to enable us to provide the Services, including without limitation Message Content.

Documentation: the document made available to the Customer by the Supplier online via beepz.me or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date of purchase of your first Subscription pursuant to clause 4.2.

Initial Subscription Term: the initial term of this agreement set out in the subscription purchased by you.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Message Content: the content, including any Customer Data contained in any Beepz Message.

Renewal Period: the period described in clause 16.1.

Services: the Services, as set out in clause 3 of these Terms, contained in the Beepz.me packages set out on our site on our Packages Webpage purchased by you, as more particularly described in the Documentation.

Software: the online software applications accessed by you and provided by us in connection with the Services including, without limitation, the Beepz Portal and API.

Subscription: the subscription purchased by you pursuant to clause 4.1 which entitles you to the number and level of Services contained in the Beepz.me packages set out on our site on our Packages Webpage in accordance with the Contract.

Subscription Fees: the subscription fees payable by you to us for the Subscriptions, as set out on our site on our Packaged Webpage.

Subscription Period: the Initial Subscription Term or any subsequent Renewal Period

Subscription Term: has the meaning given in clause 16.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Virus: 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.

28.2 Clause headings shall not affect the interpretation of these Terms.

28.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

28.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

28.5 Words in the singular shall include the plural and vice versa.

28.6 A reference to one gender shall include a reference to the other genders.

28.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

28.8 A reference to writing or written includes faxes and e-mail.

28.9 References to clauses are to the clauses of these Terms.

Issue Date: 19th September 2013