This Agreement governs your purchase and ongoing use of the Giggio service. If you trial our services, this Agreement will also govern the temporary use of Giggio. By accepting this Agreement - either by clicking a box indicating your acceptance or by executing an Order Form - you agree to its terms.
Your attention is drawn in particular to: your responsibility to ensure correct use of your contracts in Section 4.3 and the need to obtain professional advice before using our sample contracts in 4.4; the auto-renew provisions in Section 12.2; and our right to make changes to these terms under Section 14.8.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. You may not access the Services if you are a direct competitor of Giggio, except with our prior written consent.
Table of Contents
- Definitions
- Free Trial
- Purchased Services
- Use of the Services
- Third-Party Providers
- Fees and Payment
- Proprietary Rights
- Confidentiality
- Warranties and Disclaimers
- Indemnification
- Limitation of Liability
- Term and Termination
- Governing Law and Jurisdiction
- General Provisions
1. Definitions
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
Contract means a contract generated, submitted or uploaded by You for processing by means of the Services.
Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
Order Form means the ordering documents for purchases under this Agreement, including amendments, entered into between You and Us from time to time.
Purchased Services means Services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
Services means the online, Web-based applications and platform provided by Us via gigg.io and/or other designated websites, ordered by You as part of a free trial or under an Order Form.
Users means individuals who are authorised by You to use the Services, for whom subscriptions have been purchased, and who have been supplied user identifications and passwords by You or by Us at Your request.
We, Us or Our means Giggio Limited, a company registered in England and Wales under company number 07494249, whose registered office is at 3rd Floor, 86-90 Paul Street, London EC2A 4NE.
Your Data means all electronic data or information submitted by You to the Services.
2. Free Trial
We will make our Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or (b) the start date of any Purchased Services ordered by You. During the free trial the Services are provided as-is without any warranty. We make no warranty that any data you enter during your free trial will be retained unless you purchase a subscription before the end of the trial period.
3. Purchased Services
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. The right to access the Services is granted to You only.
4. Use of the Services
4.1 Our Responsibilities
We shall provide basic email support for the Purchased Services at no additional charge, and use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for planned downtime of which We shall give at least 8 hours notice, or unavailability caused by circumstances beyond Our reasonable control.
4.2 Your Responsibilities
You shall be responsible for Users' compliance with this Agreement; be solely responsible for the accuracy, quality, integrity and legality of Your Data; use commercially reasonable efforts to prevent unauthorised access to the Services; and use the Services only in accordance with the User Guide and applicable laws.
You shall not make the Services available to anyone other than Users; sell, resell, rent or lease access to the Services; use the Services to store or transmit any unlawful, harmful, threatening, defamatory, obscene, or otherwise illegal material; or interfere with or disrupt the integrity or performance of the Services.
4.3 Contracts
The Services are designed and configured for the facilitation of contracts in the English language, subject to English law, between parties in the United Kingdom. You acknowledge that You shall be responsible for verifying the compliance of the Services with any requirements applicable to other contracting activity. We give no warranty in relation to the suitability of the Services for use in respect of any contracts other than English Contracts.
4.4 Sample Contract Terms
We may provide example documents to help inform Your choice of contract terms. These Sample Terms are provided for general information purposes only and are not geared toward your particular circumstances. Your use of any Sample Terms is at your own risk, and you should not use them without first seeking legal and professional advice. No lawyer-client or advisory relationship is created between Giggio Ltd and any person using the Sample Terms.
5. Third-Party Applications
You acknowledge that the Services may enable access to third-party websites and services, and that You do so solely at Your own risk. We make no representation, warranty or commitment in relation to the content or use of any Third-Party Applications, or any transactions completed with any such third party.
Service features that interoperate with third-party services - including Google Maps and postcode lookup services - are dependent on the continued availability of those services. We may cease providing such features without entitling You to any refund, credit, or other compensation if a provider ceases to make their service available on reasonable terms.
6. Fees and Payment
You shall pay all fees specified in all Order Forms. Fees are quoted and payable in Great British Pounds; fees are based on services purchased and not actual usage; payment obligations are non-cancellable and fees paid are non-refundable.
If any amount owing by You is overdue, We may accelerate Your unpaid fee obligations and suspend Our services to You until such amounts are paid in full. Interest shall accrue on overdue amounts at an annual rate equal to 5% over the then current base lending rate of Barclays Bank plc.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature. You are responsible for paying all such taxes associated with Your purchases.
7. Proprietary Rights
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. You shall not permit any third party to access the Services except as permitted herein; create derivative works based on the Services; copy, frame or mirror any part of the Services; or reverse engineer any part of the software used to deliver the Services.
As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
8. Confidentiality and Your Data
Each party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information — but in no event less than reasonable care - not to disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement.
We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not modify Your Data; disclose Your Data except as compelled by law or expressly permitted in writing by You; or access Your Data except to provide the Services or address service or technical problems.
9. Warranties and Disclaimers
We warrant that the Services shall perform materially as advertised, and that the functionality of the Services will not be materially decreased during a subscription term.
Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
10. Indemnification
You shall defend Us against any claim made or brought against Us by a third party arising out of or in connection with Your use of the Services, and shall indemnify Us for any damages finally awarded against Us in connection with any such claim, provided that We promptly give You written notice of the claim and give You sole control of the defence and settlement.
11. Limitation of Liability
Nothing in this agreement excludes Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation.
Subject to the above, We shall not be liable for loss of profits, loss of business, depletion of goodwill, loss or corruption of data, or any special, indirect or consequential loss however arising. Our total aggregate liability shall be limited to the greater of £180 or the total sums paid to Us in respect of Your use of the Services during the 12 months immediately preceding the date on which the claim arose.
12. Term and Termination
This Agreement commences on the date You accept it and continues until all User subscriptions have expired or been terminated. All User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 14 days before the end of the relevant subscription term.
A party may terminate this Agreement for cause upon 30 days written notice of a material breach if such breach remains uncured, or if the other party becomes the subject of insolvency or bankruptcy proceedings.
Upon request made within 14 days after the effective date of termination, We will make available to You a file of Your Data in CSV format along with attachments in their native format. After such 14-day period, We shall have no obligation to maintain or provide any of Your Data.
13. Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
14. General Provisions
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
If any provision of this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this agreement.
We have the right to change or add to the terms of this Agreement at any time by posting such changes on our website. Your use of the Services after a change has taken effect constitutes your acceptance of the terms of the modified Agreement.
