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Service Agreement

Terms

This is the Service Agreement referred to in the Order Form.

  1. Introduction - your agreement with us

    1.1 We are Radical HQ Limited trading as Cord (“Cord”), a company incorporated in England and Wales with company number 12580247 whose registered address is at 48 Wilson Grove, London SE16 4PN.

    1.2 These terms apply where you access the website (https://cord.com) and/or agree to subscribe for the Services provided on our website. The Services are not intended to be provided to consumers. Any specific terms agreed at the time of entering into a contract for our Services shall be included in this agreement. These terms are in addition to the Web Terms of Service (https://cord.com/terms-of-service) and privacy policy (https://cord.com/privacy-policy) of Cord.

    1.3 Definitions used in this Agreement are at the end of these terms and conditions.

  2. Commencement, Term and Termination
    2.1 Monthly Order Form. Where the Order Form states that the term is monthly:

    2.1.1 the Commencement Date for the purposes of Services shall be the date you agree to purchase Services on our website by placing an Order and it will remain in effect unless or until either party gives the other party 1 month’s written notice.

    2.1.2 Either party may terminate this Agreement by giving the other party one month’s advance written Notice which will take effect from the end of the next complete month from the Commencement Date. You shall not be charged any further fees following expiry of the notice.

    2.2 Annual Order Form. Unless otherwise provided in the Order, the initial term shall be for 12 months and shall automatically renew for subsequent terms of 12 months unless you give us written notice at least one month prior to the expiry of such 12 month term (the “Notice Period”). Where there is an increase of price for a subsequent term we shall give you notice of such price increase prior to the Notice Period which shall be deemed accepted unless you provide us with notice to terminate in accordance with this clause.

  3. Providing and using the Services
    3.1 We shall supply the Services using reasonable skill and care. The scope of the Services shall be set out at the time of you placing an Order through the Website.

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

    3.3 You acknowledge that all Intellectual Property Rights in the Services and the Cord Logo are the sole property of Cord and/or its licensors. You are granted a nonexclusive, nontransferable, revocable licence for the Term to use the Services and the Cord Logo solely as provided in this Agreement. You must use reasonable efforts to ensure that you do not do anything which damages the goodwill in the Services and/or the Cord logo and name.

    3.5 We cannot guarantee that the Cord Website or the Services will be available at all times. The Services are provided “as is”, without warranty of any kind. All conditions, warranties and representations implied by law or by trade custom are hereby excluded. It is for you to ensure that the Services we provide under this Agreement are suitable for your business, including upgrading your systems to support updated web browser software.

  4. Updating or amending the Services
    4.1 We reserve the right to amend or update the Services at any time, including increasing the price of those Services with at least one month’s prior notice. Should we increase any price of the Services and should you not serve notice to cancel the Services this shall be deemed as acceptance to the increase in price for such Services.

  5. Fees and Payment
    5.1 Unless the Order Form says otherwise for annual agreements we will invoice you for the Service Fee and any other fees you’ve agreed to pay (Fees) annually in advance. For monthly agreements we will invoice the Service Fee on a monthly basis.

    5.2 All amounts payable by you exclude value added tax (“VAT”) unless otherwise stated.

    5.3 All amounts due under this Agreement shall be paid by you to us in full without any setoff, counterclaim, deduction or withholding (other than any deduction or withholding of tax which is required by law).

    5.4 If you fail to pay any sum due within 14 days of the Payment Date, we may claim interest at the rate of 3% above Barclays Bank Plc’s base rate at the time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

  6. Data protection
    6.1 General. We shall provide reasonable and timely assistance to you to enable you to respond to any request from a data subject to exercise any of its rights under GDPR (including its rights of access, correction, objection, erasure and data portability, as permitted); and any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Cord, Cord shall promptly inform you providing full details of the same unless otherwise prohibited.

    6.2 Cord as a Processor. You and Cord hereby agree that with respect to any Personal Data contained in the Customer Data, Cord shall be deemed to be the data processor as those terms are understood under the Applicable Data Protection Law. Unless otherwise specifically agreed to by Cord, Personal Data may be Processed by Cord in accordance with the documented instructions delivered by the controller (and it shall further inform the controller in the event that, in its opinion, an instruction infringes the Applicable Data Protection Laws), and Cord shall ensure that any of its personnel having access to it have committed to confidentiality. Cord shall implement all security measures as required under Applicable Data Protection Laws, and, at the choice of the controller, it shall delete or return all the Personal Data to the controller after the end of the services. Cord shall make available to the controller all information necessary to demonstrate compliance with the obligations laid down in the Applicable Data Protection Laws and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

    6.3 As between the Parties, all Personal Data Processed pursuant to the Services shall remain the property of you. The type of Personal Data that is collected and processed as part of the service is set out in our Privacy Policy at https://cord.com/privacy-policy the terms of which are incorporated herein by reference.

    6.4 Cord as a Controller. Where Cord is a controller, Cord shall Process the Personal Data of your users as is necessary for the provision of the Services to You (for security and support purposes) and for its legitimate interest in ensuring the efficient provision of, and anticipating necessary fixes to, the Services. The legal bases are Article 6.1.b and 6.1.f of GDPR. Cord’s Data Protection Officer can be contacted via email at privacy@cord.com. Provision of Personal Data by you is a requirement necessary for the performance of the Services. Failure to provide the requested Personal Data may substantially impact the quality of the Services or otherwise preclude access to the Services by your Users. Cord will retain the Personal Data only for as long as is necessary for the purposes described under these terms. In accordance with the requirements of Applicable Data Protection Laws, you have the right to request from Cord access to and rectification or erasure of Personal Data or restriction of Processing or to object to Processing as well as the right to data portability. You also have the right to lodge a complaint with the appropriate supervisory authority.

    6.5 Transfer Mechanism. The Standard Contractual Clauses shall apply only to Processing of Personal Data that is directly or indirectly transferred from the EEA, to any recipient in a country that is not recognized by the European Commission as providing an adequate level of protection to personal data or not covered by a suitable framework for the protection of Personal Data.

    6.7 CCPA. You have the authority to determine the purposes for and means of Processing the Personal Data. The parties further agree that Cord is acting solely as a Service Provider with respect to Personal Data, and accordingly will not sell, collect, retain, use, disclose or otherwise Process Personal Data for any purpose other than for the specific purpose of performing the Services, obligations, or actions for the benefit of you or Users as specified in the Agreement. Cord will promptly inform you of any individuals’ requests with respect to Personal Data for which you are responsible, including requests to access or delete Personal Data, and will promptly refer to you any inquiries received by Cord regarding the privacy practices of you.

    6.8 Security Controls. Cord shall maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of your data and confidential and proprietary information, including Personal Data, as further set forth in Cord’s Security Standards. Cord will regularly monitor compliance with the Security Standards. Cord will not intentionally decrease the Security Standards during the term of the Agreement.

    6.9 As part of the registration process, you will identify an administrative username and password for your account/s. You represent and warrant that all registration information, including with respect to the list of domains owned or controlled by you for purposes of domain capture, you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all authorized users’ accounts, whether authorized by you or not. Cord will not be responsible for any damages, losses, or liability to you, authorized users, or anyone else caused by unauthorized use of or access to the Cord Platform.

  7. Suspension and termination
    7.1 If you fail to pay any sum due under or are in material breach of any of the terms of this Agreement we may suspend the Services.

    7.2 We may suspend the provision of the Services if we are prevented from providing them by circumstances beyond our reasonable control, and where this continues for 28 days or more either party may terminate this Agreement with immediate effect by giving written notice to the other.

    7.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement at any time with immediate effect by giving written notice if the other party:
    7.3.1 fails to pay any sum due under this Agreement on or before the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
    7.3.2 commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so in writing; or
    7.3.3 ceases carrying on business in the normal cause, or calls a meeting of its creditors or makes a proposal for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for the purpose of considering a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or it is the subject of an administration order.

    7.4 On the termination of this Agreement for whatever reason:

    7.4.1 all rights of either party to make use of the name and/or logo of the other under this Agreement shall immediately cease; and

    7.4.2 both parties shall promptly account to the other for all payments due in accordance with this Agreement and you shall immediately pay to us all of our outstanding invoices in respect of Services and Support Services supplied but for which no invoice has been submitted and we may submit an invoice, which shall be payable immediately on receipt.

    7.5 Termination of this Agreement for any reason shall not affect the accrued rights of the parties under this Agreement. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

  8. Limitation of Liability

    8.1 Nothing in this Agreement limits or excludes either party’s liability for:

    8.1.1 personal injury or death caused by its negligence;
    8.1.2 fraud or fraudulent misrepresentation; or
    8.1.3 any other liability that may not be lawfully excluded or limited under English law.

    8.2 Subject to clause 10.1, neither party will have any liability arising under or in connection with this Agreement for:
    8.2.1 any loss of profits or revenues;
    8.2.2 any loss of business opportunity;
    8.2.3 any loss of goodwill or reputation;
    8.2.4 any loss of data; or
    8.2.5 any indirect, consequential or special loss.

    8.3 Subject to clauses 10.1 and 10.2, our total aggregate liability to you arising under or in connection with this Agreement (regardless of the cause of action or legal theory of liability) will be limited to 100% of the Fees paid to us by you in the Contract Year in which the event (or last in the series of events) giving rise to such liability occurs.

  9. Confidentiality
    9.1 We shall keep each other’s Confidential Information confidential and, except with the prior written consent of the other, will:

    9.1.1 not use or exploit the Confidential Information in any way except for the purpose of exercising its rights or performing its obligations under this Agreement;
    9.1.2 not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and
    9.1.3 apply the same security measures and degree of care to the Confidential Information as it applies to its own confidential information (and which in any event be no less stringent than the measures and care which it is reasonable to expect of a person operating in the same sector or in the same circumstances).

    9.2 We may each disclose the other’s Confidential Information to officers, agents, employees and professional advisers who need to know it for the purpose of this Agreement provided that:
    9.2.1 it informs each such person of the confidential nature of the Confidential Information; and
    9.2.2 it procures that each such person will comply with this clause 11, and it will be liable for the failure of any such person to comply with this clause 11.

    9.3 A party may disclose Confidential Information to the extent required by law, any governmental or regulator authority or court or other authority of competent jurisdiction or the rules of a listing authority or stock exchange provided that, to the extent it is legally entitled to do so, it gives the other as much notice of that disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other in relation to the content of that disclosure.

  10. Marketing and promotional announcement
    10.1 You agree that we may identify you as a client of Cord and on the Cord Website and to other businesses, for instance in a pricing proposal.

  11. Notices

    11.1 Any notice or other communication given to a party under or in connection this Agreement shall be in writing addressed to the respective party’s address as set out in the Order (or as otherwise notified from time to time) and delivered by prepaid first class post or other next working day delivery service, commercial courier or email.

    11.2 Notices or other communications shall be deemed to have been received if sent by prepaid first class post, or other next working day delivery service, at 9 am on the second business day after posting, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; and if sent by email, one business day after transmission.

  12. Terms of access to website

    By accessing the website at https://cord.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

  13. Use License

    Permission is granted to temporarily download one copy of the materials (information or software) on Radical HQ Limited’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

    • modify or copy the materials;
    • use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    • attempt to decompile or reverse engineer any software contained on Radical HQ Limited’s website;
    • remove any copyright or other proprietary notations from the materials; or
    • transfer the materials to another person or “mirror” the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Radical HQ Limited at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

  1. Disclaimer

    The materials on Radical HQ Limited’s website are provided on an ‘as is’ basis. Radical HQ Limited makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Radical HQ Limited does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

  2. Limitations

    In no event shall Radical HQ Limited or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Radical HQ Limited’s website, even if Radical HQ Limited or a Radical HQ Limited authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

  3. Accuracy of materials

    The materials appearing on Radical HQ Limited’s website could include technical, typographical, or photographic errors. Radical HQ Limited does not warrant that any of the materials on its website are accurate, complete or current. Radical HQ Limited may make changes to the materials contained on its website at any time without notice. However Radical HQ Limited does not make any commitment to update the materials.

  4. Modifications

    Radical HQ Limited may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

  5. General

    18.1 Except in connection with a corporate reorganisation or to any successor in title to the business, you shall not, without our prior written consent (not unreasonably withheld or delayed) assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of your rights or obligations under this Agreement. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with any or all of our rights and obligations under this Agreement, provided that we give you prior written notice of such dealing.

    18.2 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and undertaking them, whether written or oral, relating to its subject matter.

    18.3 No person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.

    18.4 No amendment or addition to this Agreement shall be made unless made in writing and signed or otherwise agreed to by both parties. For the avoidance of doubt any amendment may be deemed agreed to if you do not respond to our notification of change of conditions within the period described in such notice.

    18.5 The parties are not partners or in a joint venture and neither party is entitled to act as or represent itself as agent for the other nor to pledge the other’s credit.

    18.6 Any failure or delay by either party in enforcing any provision of this Agreement will not be construed as a waiver of any rights under them.

    18.7 If any provision or term of this Agreement shall be declared illegal, invalid or unenforceable for any reason whatsoever, such terms or provisions shall be divisible from this Agreement.

    18.8 This Agreement and all noncontractual obligations arising out of or in connection with it are governed by English law and subject to the exclusive jurisdiction of the English courts.

  6. Definitions

    In these terms and conditions:

    • Confidential Information” means all confidential or commercially sensitive information disclosed on or after the date of the Order Form which the person receiving it knows or ought reasonably to know or by its very nature is confidential; - “Contract Year“ means a consecutive period of 12 months beginning on the Commencement Date or an anniversary of the Commencement Date (as the case may be);
    • Data Privacy Laws” the Data Protection Act 1998, the Privacy and Electronic Communications Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (for as long as they are in force), and GDPR and EU PECR (once applicable);
    • EU PECR” means the final EU regulation that results from the “Proposal for a Regulation on Privacy and Electronic Communications” or such other UK legislation which has the purpose of implementing and/or supplementing such regulation in domestic law;
    • GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) or such other UK legislation which has the purpose of implementing and/or supplementing such regulation in domestic law;
    • Intellectual Property Rights” means rights in inventions, patents, copyright and related rights, rights in designs, rights in databases, rights in confidential information (including knowhow and trade secrets) and rights in trade marks, service marks, trade, business and domain names, whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world;
    • Order” means the agreement between us to which these terms and conditions apply which will include (without limitation) a description of the agreed Services and the fees for such Services;
    • Personal Data” means personal data provided by you and your users pursuant to use of the Services;
    • Payment Date” means the date each month that the Monthly Service Fee and Support Fee are due for payment as set out in the Order Form;
    • Services” means the Cord service provided to you by us in accordance with the terms of this Agreement as more particularly described as part of the Order;
    • Special Conditions” means such terms and conditions that are labelled in the Order as special conditions or special terms;

Published

Jul 4th, 2022

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