Terms and Conditions of Using moonstride Travel CRM

Please read these Terms and Conditions of usage, with definitions incorporated herein, carefully, as they set out each party’s legal rights and obligations in relation to the provision and use of the Services.

By registering for, accessing, browsing, and/or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to be bound by these Terms and Conditions, do not access, browse or otherwise use the Services.

Provider reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms and Conditions at any time by posting such changes on or through the Services. Please check these Terms and Conditions periodically for changes. Any changes to these Terms and Conditions will be effective upon the earlier of thirty (30) calendar days following from posting of such modified Terms and Conditions or the Client’s next use of the Services. Continued use of the Services following posting of such changes shall indicate the Client’s acknowledgement of such changes and agreement to be bound by the updated Terms and Conditions. These changes are effective immediately to new Clients of the Services.

These Terms and Conditions are available in the English language only.

DEFINITIONS
1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
  “Account” the primary means for accessing and using the Platform and Services, subject to payment of a Fee designated in the selected Plan and Addons;
  
  “Agreement” means the binding agreement between the Provider and the Client for the provision of the Services, incorporating these Terms and Conditions as may be amended from time to time in accordance with these Terms and Conditions;
  
  “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  
  “Business Hours” 9.00am ‑ 5.00pm GMT on a Business Day.
  
  “Client/Clients” means any organisation (business, charity, public body) or any natural or legal person who has accepted these Terms with the Provider (including Enterprise Clients);
  
  “Client Content” means the Content inputted or otherwise submitted by the Client, or Users in connection with the Services (including any Client Data);
  
  “Client Data” means the data or information inputted by the Client, the Users or the Provider on behalf of the Client for the purpose of using the Services or facilitating the Client’s use of the Services.
  
  “Community Guidelines” means the community guidelines which are appended to these Terms and Conditions as may be amended from time to time;
  
  “Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Platform and Services;
  
  “controller”, “data subject”, “domestic law”, “processor”, “processing”, “personal data” and “third country” shall have the meanings ascribed to them in Data Protection Law;
  
  “Customisation Fee” means the fee for delivering any Platform Customisations or Platform Enhancements requested by the Client;
  
  “Data Protection Law” means, for such time as they are in force in England and Wales, the Data Protection Act 2018, the retained version of the GDPR as it applies in the UK (“UK GDPR“) and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy;
  
  “Enterprise Clients” means Clients who are identified as ‘Enterprise Clients’ on the Website as a consequence of agreeing customised, tailored or enhanced Services;
  
  “Fee” means the Customisation Fee, Licence Fee, Support Fee for providing the Services at the rates set out at the Provider’s Website or as otherwise agreed between the parties;
  
  ”GDPR” means the European Union (EU) General Data Protection Regulation;
  
  “Licence Fee” means the fee payable for using the activated Account and to enable access to the Platform and Services at the rates set out on the Provider’s Website or as otherwise agreed between the parties;
  
  “Platform” means the software platform known as ‘moonstride’ that is owned and operated by the Provider, and that will be made available to the Client as a service via the internet under the Agreement;
  
  “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;
  
  “Platform Customisations” means any customisations of, or changes to, the Platform which the Provider implements;
  
  “Platform Enhancements” means any upgrade or enhancement of the Platform which adds, enhances or corrects functionality;
  
  “Provider” means Vsourz Limited, 57 Parkfield Avenue, Harrow, Middlesex, HA2 6NR, a company incorporated in England and Wales (registration number 5751212);
  
  “Services” means the provision of the Platform by the Provider and all ancillary services, including Support Services as the case may be. For the avoidance of doubt any website or app development and/or hosting services shall be subject to a separate set of terms and conditions;
  
  “Statement of Work (SOW)” means a statement or work (or any other written document including e-mail) agreed between the parties which the Provider enters into with Clients which sets out the details of Services to be provided under the Agreement.
  
  “Support Fee” means the fee for providing any of the Support Services at the rates set out on the Provider’s Website or as otherwise agreed between the parties.
  
  “Subscription Period” means the period for which a subscription has been purchased for use of any of the Services as specified in the Statement of Work or as otherwise confirmed by the Provider in writing;
  
  “Terms and Conditions” means these terms and conditions;
  
  “User / Users” means a natural person granted with the Authorisation to use the Account on behalf of a Client; and
  
  “Website” the compilation of all web documents on which these terms and conditions appear made available via website (www.moonstride.com) or its sub domains or domains with identical names under other top domains and owned by Provider.
2. Unless the context otherwise requires, each reference in these terms and conditions to:
  1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  2. a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  3. a Clause or paragraph is a reference to a Clause of these terms and conditions.
3. The headings and numbering used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
4. Words imparting the singular number shall include the plural and vice versa.
5. References to any gender shall include the other gender.
6. References to persons shall include corporations.
7. Where there is any conflict between the provisions of these Terms and Conditions and any Statement of Work, concerning:
  1. termination and pricing and payment of Fees, the provisions of the applicable Statement of Work shall prevail; and
  2. Intellectual Property Rights in the Platform and Services, the Provider’s liability and any other matters, the provisions of these Terms and Conditions shall prevail except for the “special conditions” section of the Statement of Work which shall prevail over the Terms and Conditions in all matters.
PROVISION OF SERVICES
1. Subject to the Client’s payment of the Fees in a timely manner, the Provider grants to the Client a non-exclusive, non-transferable right to use the Services in accordance with these Terms and Conditions.
2. The Services are provided on a subscription basis. The Subscription Period shall be set forth in any document or Website page produced by the Provider describing the Services being purchased, and, where applicable, a Statement of Work. At the end of the Subscription Period, the Client’s subscription to the Services shall automatically renew for another Subscription Period and shall continue to do so until terminated in accordance with the provisions of these Terms and Conditions.
3. Access to the Services is limited to the scope set forth in any document or Website page produced by the Provider describing the Services being purchased and, where applicable, a Statement of Work. In the event that the Client’s scope of use exceeds the limits set out therein (such as, but not limited to, the number of Users, the features of Services used and/or entities) the Provider shall be entitled to charge additional Fees for the excess use at the Provider’s then current pricing. Where Client is responsible for administering Users of the Service and Platform, Client shall inform the Provider in writing of any increase in the permitted number of Users used by Client and the Provider reserves the right to increase the Fees, pro-rata, in line with such increase.
4. The Client shall permit the Provider or the Provider’s designated auditors to receive access to the Client’s resources, systems and facilities to audit compliance with clause 2.3 above.
5. The Client acknowledges that the Provider may at any time and without notice incorporate licence management software into the Platform for the purposes of ensuring that licence rights are not exceeded.
6. Always subject to clause 14.1, the Provider shall use reasonable endeavours to make the Services and the Platform available 24 hours a day, seven days a week, except for scheduled and/or unscheduled maintenance carried out by the Provider (or any third party on its behalf). The Provider shall endeavour to provide as much notice to Client as possible ahead of any maintenance, but any failure to do so shall not constitute a breach of these Terms and Conditions.
7. Always subject to clause 14.1, the Provider shall use all reasonable endeavours to ensure that the Services are error free. Where the Provider does take any action to fix errors, the Client must co-operate with the Provider and grant the Provider with all requested access and take any steps required to facilitate the Provider’s efforts to fix any errors.
8. Unless otherwise specified in the Statement of Work, any timescales or deadlines for the delivery of the Services are estimates only and the Provider shall not be in breach of this Agreement for failing to deliver any of Services within the agreed dates.
9. The Provider reserves the right to, and the Client accepts that the Provider may, revoke, alter or suspend provision of the Services or the Platform by giving no less than 90 days’ written notice to Clients where necessary in order to protect its legitimate business interests. If any alteration in accordance with this clause 2.9 fundamentally and detrimentally changes the nature of or the rights granted in the Service, Client may terminate the affected Service by providing the Provider with notice no later than 30 days after being notified of the alteration.
10. Provider shall use its reasonable endeavours to provide such notice when exercising such rights whenever possible, but shall not be in breach for any failure to do so save for where any of the provisions in this clause 2 expressly requires the Provider to give a prescribed amount of notice in which case the Provider shall comply with such notice requirements.
SUPPORT SERVICES
1. Subject to payment of the Support Fee, the Provider shall provide its set-up, training, on-boarding and other support services (together the “Support Services”) to the Client in accordance with the provisions of this clause 3.
2. The Provider offers a range of Support Services plans and packages. The Client may select the type of Support Services it wishes to receive from the Website.
3. Where the Client wishes to receive tailored Support Services, the Client shall notify the Provider setting out details of the Support Services required, and the Provider shall at its sole discretion confirm whether it is able to provide such Support Services and shall inform the Client of the Support Fee for providing the same.
4. The Website or the applicable Statement of Work shall set out details of scope of Support Services which the Client has ordered and the Provider has agreed to provide.
PLATFORM ENHANCEMENTS AND PLATFORM CUSTOMISATIONS
1. The Provider may develop Platform Enhancements and/or Platform Customisations from time to time which the Provider may make available to the Client to use free of charge or purchase (at the Provider’s option).
2. The Client may also request that the Provider develop Platform Enhancements and/or Platform Customisations which the Provider shall at its sole option agree to deliver subject to agreeing terms of a Customisation Fee. Where the Provider does agree to develop any such Platform Enhancements and/or Platform Customisations:
  1. Unless otherwise specified in the Statement of Work, any timescales or deadlines for the delivery of the same are estimates only and the Provider shall not be in breach of this Agreement for failing to deliver the same within the agreed dates;
  2. Whilst the Provider will take on board the Client’s suggestions, requests or any other form of input as regards any Platform Enhancements and/or Platform Customisations it shall not be bound by such Client input.
3. The Provider shall, for the avoidance of doubt, retain ownership over all Intellectual Property Rights in the Platform Enhancements and Platform Customisations even where the Client paid additional Customisation Fees for the development of the Platform Enhancements and/or Platform Customisations or specifically requested any of the same.
4. Where the Client is entitled to receive the Platform Enhancement and/or Platform Customisation as determined by the Provider, the Provider shall grant to the Client a non-exclusive and non-transferable right to use the applicable Platform Enhancement and/or Platform Customisation subject to the terms of this Agreement and payment of any Fees.
5. Nothing in this Agreement shall prevent the Provider from offering or licensing out any Platform Enhancements and/or Platform Customisations to its other customers.
THIRD PARTY INTEGRATIONS
1. As part of the Services, the Client can request the integration of third party applications into the Platform (“Third Party Applications”) which the Provider shall at its sole option agree to deliver subject to agreeing additional fees which will form part of the Licence Fee.
2. The Client shall provide all requested information, assistance and corporation necessary to integrate the Third Party Applications.
3. The Client shall be solely responsible for entering into an agreement with third party providers for the provision and delivery of any Third Party Applications. The Provider shall not be a party of or otherwise bound to any such agreement.
4. Third party integration services which you connect to platform, may ask for certain permissions to access data. It is your responsibility to review the permissions you grant to third-party applications.
ACCESS TO SERVICES
1. The use of the Platform and Services is subject to acceptance of these Terms and Conditions.
2. To accept these Terms and Conditions for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorisation from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and where an individual is accepting these Terms and Conditions on behalf of the Client, the individual is deemed to be duly authorised to bind the Client to these Terms and Conditions.
3. The Client may not access the Services if it is a competitor of the Provider, except where the Provider provides its written consent. In any event the Client shall not under any circumstances be entitled to access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4. Where for any reason the Client does not confirm acceptance to these Terms and Conditions in writing, the Terms and Conditions are accepted as soon as one of the following occurs first:
  1. the Client has received the confirmation of the creation of the Account and necessary credentials from Provider in order to log in to its Account;
    or
  2. for those Services and parts of the Website which are not dependent on creating an Account, upon the moment of gaining access to such Services.
  Once accepted, these Terms and Conditions remain effective until terminated as provided for herein.
5. The Client shall be solely responsible for all activity under its Account. The Client must keep its username, password and other Account details secure. If the Client has reason to believe that its Account details have been obtained by another without consent, the Client should contact Provider immediately to suspend their Account and cancel any unauthorised orders or payments that may be pending.
PAYMENT OF FEES
1. The Client shall pay the Fees as agreed between the parties and any additional amount as may be charged pursuant to these Terms and Conditions (such as additional Fees for exceeding the scope of the licence granted).
2. The amount and/or rates of the Fees shall be set out on the Website or, where applicable, the Statement of Work.
3. Unless otherwise agreed between the parties or set out in a Statement of Work:
  1. The Client shall be charged Licence Fees in advance of the provision of the Services on a monthly basis starting on activation of the Account by the Client;
  2. The Client shall be charged Customisations Fees in advance of the development of any requested Platform Enhancements and/or Platform Customisations either on a one-off basis or on a monthly, quarterly or annual basis depending upon the Platform Enhancements and/or Platform Customisations delivered; and
  3. The Client shall be charged the Support Services in advance of the provision of the Support Services either on a one-off basis (in the case of any set-up Support Services) or on a monthly, quarterly or annual basis starting on activation of the Account by the Client.
4. The Client authorises the Provider to charge the Client’s credit / debit card on activation of the Account or at any other point agreed between the parties and to continue to do so at the intervals set out hereunder. If payment is collected by way of direct debit, Client shall complete and agree to an appropriate direct debit mandate to enable the Provider to collect payment.
5. Provider may seek pre-authorisation of Client’s payment card account prior to purchase of Services in order to verify that the card is valid and has the necessary funds or credit available to cover the Client’s purchase.
6. The Client hereby authorises such payment card account to pay any amounts described herein, and authorise Provider to charge all sums described in these Terms and Conditions to such card account.
7. The Client agrees to provide Provider updated information regarding the payment card account upon Provider’s request and any time the information earlier provided is no longer valid.
8. In some markets Provider may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases Provider shall comply with all applicable national rules and regulations related to direct debit payments.
9. The Provider reserves the right to change the Fees from time to time. The Provider shall use reasonable endeavours to notify the Client of any upcoming change in the Fees which will come into effect on the next Subscription Period. If the Client does not agree to the change in Fees, then it shall be entitled to cancel their Account and terminate the Agreement by notifying the Provider in writing of its intention to terminate no less than 30 days after being after being notified of the Fee change by the Provider. Where the Client does terminate the Agreement under this clause and provides notice within the specified 30-day period, the subscription will not be subject to the new fees. The termination under this clause shall take effect: (a) where the Client gives notice to terminate before the Fee change takes effect, at the end of the Client’s then current Subscription Period; or (b) where the Client gives notice to terminate after the Fee change takes effect, 30 days after the notice to terminate is received by the Provider. If the Client does not give notice to terminate the Agreement in accordance with this clause, it will be deemed to have accepted this Fee change and shall be liable to pay it. By continuing to use the Services, the Client accepts the Fee change. The effective date of the Fee change will be at the beginning of the next monthly billing cycle following the notice period.”
10. If a Client’s payment fails to clear or is declined for whatever reason then without prejudice to its other rights hereunder, the Provider may:
  1. disable or otherwise suspend access to the Services with immediate effect;
    and
  2. charge interest which shall accrue on a daily basis on such overdue amounts at the statutory rate of commercial interest until fully paid.
USING THE SERVICES
1. Provider offers Services for businesses, charities, and public bodies – Clients are permitted to use the Services only in accordance with:
  1. these Terms and Conditions; and
  2. any relevant law, regulation, codes or other applicable instrument in their particular jurisdiction.
2. The Client shall not and shall procure that all Users shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
    3. study or test the functioning of the Platform (including any underlying software or any part of it);
  2. access all or any part of the Services in order to build a product or service which competes with the Services;
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Users;
  4. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under these Terms and Conditions;
  5. attempt to disable, circumvent or otherwise interfere with the Provider’s security systems or features, or other features that enforce limitation on use of the Platform, Service;
  6. engage in any conduct which may overburden or disrupt the provision of the Services by the Provider to the Client or any of its other customers;
  7. attempt to access or use the Services for any reason not intended by the Provider; or
  8. introduce or permit the introduction of any virus or vulnerability into the Services or the Provider’s network and information systems.
INTELLECTUAL PROPERTY
1. Subject to the exceptions in clause 10.1 and 11.1 of these Terms and Conditions, all Services, the Platform (including Platform Enhancements and Platform Customisations), materials, trade names and trademarks are proprietary to Provider or its licensors. All right, title and interest, including all Intellectual Property Rights, in and to the Services, Platform, materials, trade names and trademarks are owned by Provider and its licensors.
2. The Client’s use of the same, and any parts or elements thereof, does not grant to it any ownership right or Intellectual Property Rights whatsoever other than a licence as expressly set out in these Terms and Conditions.
3. Nothing in this Agreement is intended to transfer any such Intellectual Property Rights to, or to vest any such Intellectual Property Rights in, the Client.
4. Client will not take any action to challenge, undermine, jeopardise, limit or interfere with Provider’s Intellectual Property Rights.
5. Any unauthorised use of Provider’s Intellectual Property Rights is a material breach of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
6. The Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this clause.
THIRD PARTY INTELLECTUAL PROPERTY
1. Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein, belongs to other parties. This Content, unless expressly stated to be so, is not covered by any licence or permission granted by these Terms and Conditions and as such any rights, warranties, guarantees, representations in respect of the Services as set out in these Terms and Conditions are not applicable to such Content.
CLIENT CONTENT
1. Client shall own and be solely responsible for all its Client Content. The Provider accepts no responsibility or liability for anything which the Client or their Users may post to the Platform, and the Client must be willing to accept the legal consequences of its own Client Content if it infringes or violates any laws or rights which are applicable to it.
2. When using the Services to create or submit Client Content, Clients must do so in accordance with the following rules, and shall procure that Users comply with the Community Guidelines.
3. Provider has the right, but not the obligation, to pre or post-screen Client Content and may flag, filter or remove any Content that it deems appropriate.
4. If any Client Content is found to be in breach of these Terms and Conditions, Provider reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible Client’s access to the Services.
5. Provider does not endorse, support, represent or otherwise guarantee the accuracy or reliability of the Content submitted or provided by third parties. Accordingly, the Client acknowledges and accepts that it and its Users may be exposed to Content that is unlawful, factually inaccurate, offensive, indecent, or otherwise objectionable to it and the Provider shall have no liability for the same.
6. By submitting or creating Client Content, Clients warrant and represent that they are the author of such Client Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Client Content in this fashion. The Provider has the right to disclose the Client’s identity to any third party who provides evidence that any Client Content submitted constitutes, in the Provider’s reasonable opinion, a violation of their rights including their Intellectual Property Rights, or of their right to privacy or confidentiality. Further, Clients waive all moral rights in any and all Content that they submit or create to be named as its author. Provider accepts no responsibility or liability for any infringement of third party rights as a result of the Client’s use or exposure to such Content.
7. The Client grants a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free licence to Provider, with the right to sub-licence, to copy, distribute, transmit, display, transmit and reformat all Client Data for the purpose of providing the Services to the Client and improving the Platform.
8. The Client represents and warrants that they have all necessary rights, power and authority to grant the licence described in Clause 11.7.
LINKS TO OTHER WEBSITES
1. This Website or any Services provided by Provider may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of Provider or that of its affiliates. Provider assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website or any Services provide by Provider does not imply any endorsement of that website or of those in control of it.
2. It is the Client’s responsibility to review each third party website’s terms and conditions and privacy policy prior to use.
PRIVACY AND DATA PROCESSING
1. Privacy. Provider takes the privacy of its Clients and Users very seriously. Provider’s Privacy & Cookie Policy at www.moonstride.com/privacy-and-cookie-policy is hereby incorporated into these Terms by reference as may be updated by the Provider from time to time. Please read the Privacy & Cookie Policy carefully as it governs Provider’s collection, use, and disclosure of Client’s or User’s personal data.
2. Data Processing. For the purposes of Article 28 UK GDPR, these Terms and Conditions constitute the data processing contract between the Client as the controller and the Provider as the processor.
3. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Provider and/or lawful collection and processing of the personal data by the Provider on behalf of the Client for the duration and purposes of this Agreement.
4. The Client hereby instructs the Provider to process the data as described in these Terms:
  1. Nature and purpose of processing. The Provider processes the personal data so that the Client may benefit from the Services including, but not limited to, use of the travel CRM tool and to assist Client to manage quotations, contracts and bookings.
  2. Subject matter of processing. Personal data relating to the Client’s customers.
  3. Duration. Provider will process Client’s personal data for as long as Provider has a relationship with Client and for a short period after in accordance with the Provider’s data backup procedures and practices (subject to the Client’s instructions).
  4. Types of personal data and categories of data subject. The category of data subject is the Client’s customers. The types of personal data include any personal data as is necessary to provide the Services. This will include but is not limited to, Client’s customers: (a) booking data (i.e. information about their booking with the Client; (b) name, (c) address, (d) contact details, and (e) billing information (but not their payment card details).
  5. The Provider ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  6. The Provider shall process personal data only on the documented instructions of the Client (which for the avoidance of doubt includes the provision of Services by the Provider) unless the Provider is required by domestic law to otherwise process that personal data. Where the Provider is relying on domestic law as the basis for processing personal data, the Provider shall promptly notify the Client of this before performing the processing required by the domestic law unless the domestic law prohibits the Provider from so notifying the Client;
  7. The Provider shall not transfer any personal data outside of the UK except for where it is: (a) necessary to provide the Services; or (b) in accordance with the Client’s documented instructions (including any instruction by the Client to set up a User or work with third parties outside of the UK);
  8. The Provider takes all measures required pursuant to Article 32 of UK GDPR;
  9. The Provider shall, at the Client’s expense, taking into account the nature of the processing, assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of UK GDPR;
  10. The Provider shall, at the Client’s expense, assist the Client in ensuring compliance with the obligations pursuant to Article 32 ‑ 36 of the UK GDPR taking into account the nature of processing and the information available to the Provider;
  11. At the choice of the Client, the Provider shall delete or return all personal data to the Client after the end of the provision of Services relating to the processing and delete existing copies in accordance with the Provider’s retention and back-up practices unless domestic law requires storage of the personal data. The Client understands that where it requires the Client to return any copies of personal data it must make such a request prior to termination of the Services;
  12. Provider will immediately inform the Client if it is asked to do something infringing domestic law relating to data protection;
  13. The Provider shall make available to the Client all information necessary to demonstrate compliance with the obligations laid down under Article 28 UK GDPR.
5. The Client provides general authorisation to the Provider appointing the following types of third party providers as a third-party processor of personal data under this Agreement: Hosting service provider, Firewall and DNS service provider, email provider, subscription management service provider, payment gateway, accounting platform providers, and support and development service providers. The Provider shall inform the Client of any intended changes concerning the addition or replacement of other third-party processors. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business which shall include data protection provisions similar to those under this clause 13. As between the Client and the Provider, the Provider shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.5.
6. The Provider may at its sole option anonymise the personal data processed hereunder in which case it shall be entitled to use such data in perpetuity, without restriction and without any obligation to make further payment to the Client. For the avoidance of doubt, the Provider shall be the owner of all Intellectual Property Rights and other proprietary rights in such anonymised data sets.
7. Nothing within these Terms and Conditions relieves Client of its own direct responsibilities and liabilities under Data Protection Law.
DISCLAIMER OF WARRANTIES
1. Unless otherwise expressly stated by the Provider or the SOW, the Services and any content or features made available in conjunction with or through the Services are provided “as is” and “as available” without warranties of any kind either express or implied. Accordingly, the Provider makes no warranty or representation that the Services will: (i) meet Clients’ requirements, (ii) be of satisfactory quality, (iii) be fit for a particular purpose, (iv) not infringe the rights of third parties, (v) be compatible with all systems, (vi) be free from breaks or interruptions, (vii) be free from defects or errors, or (viii) be free from virus, vulnerabilities or be secure.
2. Provider shall not be 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 Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. Provider shall use its reasonable endeavours to ensure that all information provided on the Services is accurate and up to date, however Provider makes no warranty or representation that this will always be the case. Provider makes no guarantee of any specific results from the use of the Services.
4. No part of the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
5. Whilst every effort has been made to ensure that all descriptions of Services available from Provider correspond to the actual services available, Provider is not responsible for any non-material variations from these descriptions. If the Provider anticipates being required to make any variations to the Services for legal or regulatory reasons or otherwise, it shall notify the Client as soon as reasonably practicable providing any details of the same.
6. To the maximum extent permitted by law Provider and its affiliates provides no warranties, conditions or other terms (express or implied by law) relating to the provision of the Services including any concerning fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
LIMITATION OF LIABILITY
1. Any reference to liability under these Terms and Conditions include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. To the extent permitted by law, the Provider shall not be liable to the Client for the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss or damage to Client property; loss of or damage to goodwill or reputation; indirect or consequential loss.
3. The Provider’s total and aggregate liability under or in connection with this Agreement shall not exceed:
  1. 200% of the Licence Fee paid in the 12 months immediately preceding the action or omission where liability under this Agreement arose for all matters relating to the Platform (save for Platform Enhancements and/or Platform Customisations);
  2. 200% of the Support Fee paid in the 12 months immediately preceding the action or omission where liability under this Agreement arose for all matters relating to the Support Services; and
  3. 200% of the Customisation Fee paid in the 12 months immediately preceding the action or omission where liability under this Agreement arose for all matters relating to Platform Enhancements and/or Platform Customisations.
4. The Provider shall not under any circumstances be liable to the Client for:
  1. Any loss or damage suffered or incurred by any Users;
  2. Any loss or damage suffered or incurred which arises from or is connected to the Client’s or any User’s actions or omissions;
  3. Any loss or damage suffered or incurred which arises from or is connected to use of any Third Party Application;
  4. Any loss or damage suffered or incurred which does not arise from a breach by the Provider of these Terms and Conditions;
  5. Any loss or damage suffered or incurred by any decisions or conclusions the Client makes arising from, in connection with the Services or any Content;
  6. Any exposure to or use of any Content including the Client Content;
  7. Any damage to the Client’s property, hardware or systems;
  8. Any actions or omissions of the Provider’s subcontractors which were recommended by the Client or for which the Client has a separate contractual relationship with (whether in writing or not); and
  9. Any actions or omissions of the Client’s subcontractors, workers, employees or representatives.
5. If the Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Provider shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
6. The Provider shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this 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 the Provider or any other party), pandemic, epidemic, failure of hardware or software, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, hacking, denial of service attack, introduction of malware or any virus, third party attack on the Client’s systems, software, hardware or networks, 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.
7. The Client shall indemnify and hold harmless the Provider against all claims, liabilities, losses (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Provider as a result of or in connection with:
  1. the provision of the Services; or
  2. any breach by the Client of these Terms and Conditions.
TERM AND TERMINATION
1. The term of the Agreement shall commence upon the Client’s acceptance of these Terms and Conditions and shall continue until terminated either by the Client or by Provider in accordance with this Clause 16.
2. If a Client wishes to terminate the Agreement, they may do so by requesting Provider to cancel their Account no less than 30 days before the end of the Client’s then current Subscription Period in which case the Client’s Account shall be cancelled at the end of the then current Subscription Period.
3. The Provider may terminate the Agreement for any reason by giving the Client a written notice of at least 1 month, unless otherwise mutually agreed upon separately in the Statement of Work (SOW). Should the parties agree to a different notice period in the SOW, the specified notice period in the SOW shall supersede the default one-month notice.
4. Either party may terminate the Agreement at any time with immediate effect by providing written notice other party where:
  1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
5. Provider reserves the right to terminate the Agreement at any time with immediate effect by providing written notice to the Client for the following reasons:
  1. In order to protect the legitimate business interests of the Provider;
  2. The Client has committed a material breach of these Terms and Conditions;
  3. The Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment;
  4. The Client has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these Terms and Conditions; and
  5. Provider is required to do so by law including where termination is required by any order or request of court or regulator with competent jurisdiction;
  6. It has become, in the opinion of Provider, its affiliates or advisers, no longer commercially viable to continue providing the Services; and
  7. Provider is no longer providing the Services in the Client’s country of residence.
6. On termination for any reason:
  1. the Client will cease to have access to the Services and all licences granted hereunder shall immediately cease, save for any part of the Services that are provided on a subscription basis in which case the Client shall be entitled to access such Services until the end of the Subscription Period unless this Agreement has been terminated by the Provider in accordance with clause 16.5 above in which case access shall cease immediately;
  2. the Client shall remain liable to pay any Fees due for the then current Subscription Period(s);
  3. the Client shall not be entitled to a refund for any Fees already paid including any Fees paid in advance for an upcoming Subscription Period;
  4. the Client shall immediately pay to the Provider all of the Provider’s outstanding invoices together with interest and, in respect of any outstanding Fees for which no invoice has been submitted the Provider may submit an invoice which shall be immediately payable on receipt;
  5. any Client Content that the Client has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by Provider as part of standard backup procedures. A copy of this Client Data shall be available on request subject to payment of a reasonable fee and provided that all outstanding Fees are paid and that the request is made within 30 days of termination.
CONFIDENTIALITY
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by clause 17.2.
2. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17.2; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
4. On termination of this Agreement the Client must, at the Provider’s option, return to the Provider or securely delete the Provider’s confidential information and confirm in writing that it has done so.
5. Notwithstanding any other provision, any disclosures made by the Provider pursuant to clause 18 below shall not be a breach of these confidentiality provisions.
MARKETING
1. The Client grants the Provider permission to use the Client’s name, logos and branding in any promotional material, marketing material, similar material or announcement, or customer case studies and can refer to the relationship between the parties and details of the Services provided in such materials.
NO WAIVER
1. Failure of either the Client or Provider to exercise or enforce any provision of or any of its rights under these Terms and Conditions shall not be deemed a waiver of future enforcement of that or any other provision or right.
ASSIGNMENT
1. Clients may not assign, novate, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of Provider, such consent not to be unreasonably withheld.
2. The Provider may at any time assign, transfer, novate, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement provided that the same shall not have a material impact on the provision of the Services.
3. The Client shall grant any approvals or sign any documents which may be required by the Provider in order to give effect to any dealing of its rights or obligations under the Agreement.
SEVERANCE
1. In the event that any of provision or part provision contained in these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that provision or part-provision is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining provisions.
2. The parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
ENTIRE AGREEMENT
1. These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the Client nor Provider shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.
2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
NOTICES
1. All notices / communications shall be sent to the Provider shall be sent by email to notices@moonstride.com such notice will be deemed received on the day of sending if the email is received during Business Hours and if not, when Business Hours resume.
2. All notices / communications shall be sent to the Client shall be sent by: (i) email to the contact details provided such notice will be deemed received on the day of sending if the email is received during Business Hours and if not, when Business Hours resume; or (ii) where the information is normally available on the Website notification will be deemed provided by updating the information of the Website.
THIRD PARTY RIGHTS
1. This Agreement does not give rise to any rights under the Contracts Act 1999 to enforce any term of this agreement.
LAW AND JURISDICTION
1. These Terms and Conditions, any Statement of Work and all other aspects of the Agreement between the Client and Provider shall be governed by and construed in accordance with the Laws of England and Wales (including non-contractual matters).
2. Any dispute (including non-contractual disputes) between the Client and Provider arising out of or in connection with these Terms and Conditions, any Statement of Work and all other aspects of the Agreement between the Client and Provider shall fall within the exclusive jurisdiction of the courts of England and Wales.

moonstride COMMIUNITY GUIDELINES

Introduction
1. These Community Guidelines set out the Provider’s standards of conduct for using any of the Services. By using the Platform the Client and all Users are agreeing and undertaking to respect both the letter and spirit of these rules. These rules apply to the use of any Service offered on or via the Platform.
2. The Provider reserves the right to change or update the Community Guidelines at any time. Any updates may be displayed on-screen when the Client next uses the Platform, and the Client may be required to read and accept them in order to continue use of the Platform.
Content Guidelines
1. Clients and their Users must have the legal right to post any Client Content which they upload to the Platform, either by way of being the owner of the relevant rights or being in possession of a valid licence which entitles them to upload such Client Content to the Platform.
2. Client Content must not: infringe or violate the intellectual property rights of any third party;
3. infringe or violate the rights of any third party, including rights to privacy and confidentiality;
4. violate the local laws of the jurisdiction from which the relevant User is accessing the Platform; and
5. incite or encourage others to engage in activity which would be unlawful in the Client’s or their jurisdictions.
6. In addition, the Provider has rules about certain kinds of Client Content:
7. Hate Speech: the Provider will not in any circumstances tolerate speech, which incites, encourages or expresses hatred to or against any person on the basis of their ethnicity, religion, gender, sexuality, gender, or other identifying characteristic.
8. The Client and their Users must not post hateful Client Content. There are no exceptions to this rule.
9. Client Content is likely to be considered hateful if it encourages or wishes for violence/physical harm to a particular group of people, or if it contains slurs that are intended to degrade or dehumanize a particular group of people.
10. Terrorism and Extremism: the Provider expressly prohibits any content, which glorifies, encourages, or seeks to recruit individuals to participate in terrorism or other extremist activity. There are no exceptions to this rule.
11. Explicit Content: Explicitly sexual and/or violent content is prohibited, and the Client and their Users must not upload it to the Platform.
12. Client Content is likely to be considered explicit if it contains material, which is sexual or pornographic, or depicts injury or violence, in a way that is graphic, gratuitous, obscene or excessive.
13. Private Information: The Client and their Users must not disclose or publish private information about other individuals who have not consented to that publication. In particular, this includes publishing the name, address, or occupation of others who have not chosen to make that information about themselves public.
14. Impersonation: The Client and their Users must not use the Platform to impersonate other individuals in a way that is designed to mislead others.
15. Unlawful Activity: The Client and their Users must not use the Platform to post any Client Content which is unlawful in their jurisdiction.
16. The Provider reserves the right to determine whether Client Content has infringed any of the above restrictions.
User Behaviour Guidelines
1. As a condition of being granted access to the Platform and the Services the Client and their Users agree not to (and/or will not attempt to) circumvent, disable, or otherwise interfere with any security related features of the Platform (or any Service) or features that enforce limitation on use of the Platform or Services;
2. not interact with the Platform, or any Service, by way of any kind of ‘bot’ or similar automated process;
3. not submit or transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
4. not to use to use the Platform to publish any form of commercial advertising and/or paid for promotions for third party services or goods;
5. not submit or transmit any material which is in breach of the Content Guidelines set out above;
6. not use the Platform or Service in an unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform, any Service or any operating system;
7. not use the Platform or Service in a way that could damage, disable, overburden, impair or compromise the Provider’s systems or security; and
8. not collect, extract, or harvest any information or data from the Platform, any Service or the Provider’s systems or attempt to decipher any transmissions to or from the servers running any Service.

Terms and Conditions

moonstride COMMIUNITY GUIDELINES

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