When you see “we” or “our” or “us”, this is a reference to Bob’s Business Ltd
When you see “you” or “your” we are referring to the organisation or person that is registered with us to use the BB services
When we say “Websites,” we mean our website located at bobsbusiness.co.uk, including all subdomains and sites associated with those Bob’s Business, and any other websites that we operate now and in the future.
When we say “BB or Bob’s Business,” we mean our Websites and Services collectively.
When we say “information,” we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services, your software, and your devices.
The following expressions shall have the following meanings:
"Agreement" means each Subscription Agreement together with these Conditions;
"Applicable Laws" means all applicable laws, statutes, regulations and codes from time in force;
"Artwork" means logos, characters and other images owned by BB;
"Back-Up Policy" means BB's archiving procedures a copy of which can be found on the BB website at [client].bobsbusiness.co.uk and as may be amended by BB in its sole discretion from time to time but which shall not be less favourable to the Customer than those in place at the Start Date;
"BB" means Bob's Business Limited incorporated and registered in England and Wales with company number 06341794 whose registered office is at DMC, County Way, Barnsley, South Yorkshire, S70 2JW;
"BB Training Catalogue" means the Modules listed as shown at https://bobsbusinessstore.bobsbusiness.co.uk at any given time;
"Business Day" means any day which is not a Saturday, Sunday or public holiday in England and Wales;
"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 2;
"Customer" means the organisation named in a Subscription Agreement;
"Customer Data" means the data inputted by you, your users, or BB on the Customer's behalf, for the purpose of supplying or using the Services or facilitating the Customer's use of the Services and may include Personal Data;
"Customer Equipment" means a computer with an up to date browser and the latest Flash or Java software installed or as otherwise specified in writing by BB;
"Customer Materials" means any materials which the Customer provides to BB for the provision of Services;
"Data Controller" has the meaning set out in the GDPR;
"Data Processor" has the meaning set out in the GDPR;
"Data Protection Laws" means all applicable laws and regulations relating to the processing of personal data and privacy, including but not limited to: (i) the General Data Protection Regulation (EU2016/679) ("GDPR"); (ii) any laws which implement, replace, extend, re-enact, consolidate or amend the foregoing;
"Data Subject" means an individual who is the subject of Personal Data;
"Data Subject Request" means a request or complaint from (or on behalf of) a Data Subject exercising their rights under the Data Protection Laws;
"Deliverables" means any output of the Services to be provided by BB to the Customer by BB, as agreed in a Subscription Agreement;
"Documentation" means all documents, whether in print or electronically provided to the Customer by BB further to the provision of the Services, including the Artwork;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Modules" means the modules of the Services as described in the BB Training Catalogue from time to time;
"New Releases" means upgrades of the Modules that modify or enhance the Modules' functionality or capability;
"Normal Business Hours" means 9.00 am to 5.00 pm local UK time, each Business Day;
"Ongoing Development" means the ongoing development and improvement of the Modules;
"Personal Data" has the meaning set out the GDPR and relates only to personal data, in respect of which BB is providing services under this Agreement as particularised in the Schedule;
"Personal Data Breach" has the meaning set out in the GDPR and, for the avoidance of doubt, includes a breach of clause 4;
"Processing and process" have the meaning set out in the GDPR;
"Privacy and Security Policies" means BB's privacy and security policies in relation to Customer Data available at http://bobsbusiness.co.uk or such other website address as may be notified to the Customer from time to time;
"Regulator" means a Supervisory Authority, as defined in the GDPR;
"Regulatory Correspondence" means any correspondence (whether written or verbal) from or to a Regulator in relation to the Processing of the Personal Data;
"Subscription Agreement" means any agreement between BB and the Customer for the provision of Services;
"Services" means the services to be provided by BB to the Customer, as described in a Subscription Agreement;
"Software" means the online software applications provided by BB and its partners as part of the Services including any updates and modifications made available from time to time by BB;
"Start Date" means the date on which BB has agreed to commence the provision of Services under a Subscription Agreement;
"Support Services" means Technical Support and includes Updates and New Releases;
"Technical Support" means the maintenance and support provided by BB for the subscribed Services set out in this subscription agreement;
"Updates" means corrections to problems within the Modules;
"Users" means any user of the Services authorised by the Customer;
"Virus" means 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 rearranging, 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.
Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Words in the singular shall include the plural and vice versa.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
The Agreement shall be binding on, and ensure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
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.
A reference to writing or written includes e-mail.
BB shall, during the Term, provide the Services and Documentation to the Customer on and subject to the terms of the relevant Subscription Agreement and these Conditions. These Conditions shall apply to the provision of all Services unless varied in writing by the parties.
BB shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
BB does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
BB 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 the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
BB will provide Technical Support to the Customer during Normal Business Hours for problems that are the direct result of an error or defect in the Modules as supplied by BB.
BB will not be responsible for providing support in relation to:
As part of any Ongoing Development, BB may, at its sole discretion, issue Updates or New Releases of the Modules from time to time, without charge to the Customer.
In performing its obligations under this Agreement, BB shall comply with the Applicable Laws. Changes to the Services required as a result of changes to the Applicable Laws shall be agreed in writing with the Customer.
The Customer shall:
The Customer shall not:
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify BB.
The Customer 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.
Each party warrants that in respect of the Personal Data that it is processing further to the Subscription Agreement, it shall comply with its obligations under the Data Protection Laws.
BB shall follow its Back-Up Policy for Customer Data. BB shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by BB to perform services related to Customer Data maintenance and back-up).
The Customer acknowledges that all of the Personal Data to be Processed by BB further to the Agreement is being provided by the Customer and therefore the Customer warrants that:
BB shall, in providing the Services, comply with its Privacy and Security Policies relating to the privacy and security of the Customer Data. BB shall process the Personal Data only in accordance with the Customer's instructions from time to time and shall not process the Personal Data for any purposes other than those authorised by the Customer in writing and as required for the supply of the Services. If BB believes that any such instructions are in breach of the Data Protection Laws it shall promptly notify the Customer and the parties will agree on the appropriate course of action.
BB shall use all reasonable endeavours to provide such assistance and co-operation as is necessary or reasonably requested to assist the Customer in complying with the Data Protection Laws. In particular, BB shall allow the Customer, its employees, authorised agents or advisers, upon reasonable prior notice, sufficient access to any of BB's records and documents and any other information necessary to demonstrate compliance with the terms of these Conditions and/or on the request of the Customer, provide the Customer with written evidence of its compliance.
When BB processes any Personal Data on the Customer's behalf when performing its obligations under the Agreement, the parties record their intention that the Customer shall be the Data Controller and BB shall be a Data Processor and:
BB shall implement and maintain such technical and organisational measures as are required to enable the Personal Data to be Processed in compliance with the obligations imposed on it by the Data Protection Laws. In particular BB shall:
BB shall provide reasonable assistance to the Customer as is necessary to:
BB shall notify the Customer promptly (and in any event within 3 working days) following its receipt of any Data Subject Request or Regulator Correspondence and shall not disclose any Personal Data in response to any Data Subject Request or Regulator Correspondence without the Customer's prior written consent.
BB shall promptly (and in any event within twenty-four (24) hours) notify the Customer upon becoming aware of any Personal Data Breach including providing all necessary information as stipulated by the Data Protection Laws and will:
Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all direct costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 4.
The Customer acknowledges that BB is reliant on the Customer for direction as to the extent to which BB is entitled to use and process the Personal Data. Consequently, BB will not be liable for any claim brought by a Data Subject arising from any action or omission by BB, to the extent that such action or omission resulted directly from the Customer's instructions or omission.
BB may authorise a third party (subcontractor) to process the Personal Data provided that it has a written agreement with the subcontractors which:
The Customer acknowledges and agrees that BB owns all intellectual property rights in and/or arising from the Services, the Artwork and the Documentation. Except as expressly stated herein or in a Subscription Agreement, the Agreement does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Artwork or the Documentation.
In relation to the Deliverables:
In relation to any Customer Materials, the Customer:
Each party undertakes that it shall not at any time during the term of any Subscription Agreement, and for a period of two years after termination of any Subscription Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or BBs of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.
Each party may disclose the other party's confidential information:
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
Without affecting any other right or remedy available to it either party may terminate the Agreement with immediate effect by giving written notice to the other party, if:
Without affecting any other right or remedy available to it, BB may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
On termination or expiry of this Agreement:
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
On termination of this Agreement for any reason:
Nothing in these terms and conditions or subscription Agreement shall limit or exclude either party's liability for:
Subject to clause 9.1, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement:
Except as expressly and specifically provided in the Agreement:
Subject to clause 9.1, each party's total liability to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the sum of £250,000.
BB shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of BB 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 BBs or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
A waiver of any right under the Agreement 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.
Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
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.
In the event of any conflict between the terms of the Conditions and a Subscription Agreement the terms of the Subscription Agreement shall prevail.
Either party may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement subject to giving prior written notice to the other party.
These Conditions together with any Subscription Agreement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
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 the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
Nothing in the Agreement 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).
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
No one other than a party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
The Agreement 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) shall be governed by and construed in accordance with English law.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Particulars of Personal Data to be Processed