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Terms & Conditions

This Agreement is made between Patchworks Media Ltd (Co. No 09107153) whose registered office is at 16 Commerce Square, Nottingham, NG1 1HS (“Patchworks”), and (“you” or “the Customer”).

By signing up for the service(s) offered by Patchworks (the “Services”) you agree to be bound by the terms of this Agreement.

If you are an agent or employee of an entity, you represent and warrant that (i) you are duly authorised to accept this agreement on such entity’s behalf and to bind such entity, and (ii) such entity has full power, corporate or otherwise, to enter into this agreement and perform its obligations under this agreement.

This Agreement will become effective when this Agreement is executed by authorized representatives of both parties (the “Effective Date”).

Patchworks Obligations

Services Provided by Patchworks: The following services shall be included:

1. Patchworks shall provide the Customer with phone line and e- mail address which will ensure expedient response times with regards to support issues.

2. Patchworks shall provide the Customer with early access to feature releases.

Customer Obligations

License Fees: Customer shall pay Patchworks the fees set forth in the written Agreement.

Implementation Fee: Customer shall pay Patchworks the implementation fee set forth in the written Agreement.

Fees

Subscription Fees: The Subscription Fee will remain fixed during the initial term of your contract, unless your usage requires us to upgrade the hosting provision for your Patchworks instance or you request additional endpoints and / or services to be added into your instance.

Fee Adjustments: Patchworks’ platform, hosting and service fees are reviewed annually and, where appropriate, our current price list is updated. If this increase applies to you, we will notify you at least thirty (30) days in advance of the increase being applied and your next renewal point (be that monthly, quarterly, bi-annually or annually). The increased fees will apply at the start of the next renewal term. If you do not wish to agree to an increase, either party can choose to terminate your subscription at the end of your current term by giving the notice required in the ‘Term & Termination’ section below.

Payment: Recurring license and support subscriptions will be furnished on the aforementioned payment schedule(s) by method of Direct Debit via Patchworks’ payment partner; GoCardless. Payments automated by GoCardless are attributed seven (7) day terms from date of invoice by default. This method of payment may be altered upon agreement of both parties and Patchworks are typically also able to support Bank Transfers and Credit Card payment, if required.

Payment Information: You will keep your contact information, billing information and direct debit / credit card / bank transfer details (where applicable) up to date. Changes may be made by emailing accounts@patchworks.co.uk. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Term.

Sales Tax: All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service and performance of associated Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.

Withholding Tax: If you are required to deduct or withhold tax from payment of your Patchworks invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”). You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

Representations and Warranties

Patchworks Warranties: Patchworks represents and warrants to Customer that during the term it will provide the Services including the support services in a manner consistent with this agreement. Patchworks does not warrant that Customer’s use of the Services will be error-free or uninterrupted.

Customer Warranties: Customer represents and warrants that: Customer has the legal power to enter into this agreement. Customer shall be responsible for the content and the operation of and transactions processed through the websites. Patchworks shall not be liable to Customer, any user or any third party for any use of or inaccuracy in any content or for any transactions processed through the websites.

Disclaimer: Except as specifically set out in this section the Service is provided “as is”, without any representations and/or warranties and or conditions of any kind. Patchworks and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the service provided under this agreement and Patchworks specifically excludes any and all representations, warranties and/or conditions of merchantability, merchantable quality, durability, title and fitness for a particular purpose (whether express or implied) to the maximum extent permitted by law.

Limitation of Liability: In no event shall Patchworks be liable to the Customer for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or not Patchworks has been advised of the possibility of such damage. In no event shall Patchworks’ aggregate liability to the Customer arising out of or related to this agreement exceed the fees paid by Customer in the twelve (12) months prior to the date on which the claim arose.

Confidentiality: Neither party shall use any confidential information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s confidential information as it uses to protect its own confidential information of like nature. Neither party shall disclose the other party’s confidential information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such confidential information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s confidential information.

Injunctive Relief: Each party acknowledges that due to the unique nature of the other party’s confidential information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its confidential information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

Other Exceptions: Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement.

General

Relationship of Parties: The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

Marketing & PR: The Customer agrees to Patchworks issuing the following marketing/PR materials, which will be pre-approved from the Customer: 1. An announcement email, blog or press release of the launch of the project 2. A press release, email or blog following the project ‘go live’ 3. A case study about the project, three months after successful launch.

Assignment: Customer may not assign this agreement without the prior written consent of patchworks. Patchworks may assign this agreement at any time.

Choice of Law: This Agreement shall be governed by and interpreted in accordance with the laws of England and the parties irrevocably submit to the jurisdiction of the courts of England with respect to any dispute or claim arising out of or in connection with this Agreement.

Compliance with Laws: Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure: Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.

GDPR: Please refer to our statement of compliance for detailed information on how Patchworks comply with the GDPR and associated legislation: https://www.patchworks.co.uk/ipaas-compliance-statement/

For the avoidance of doubt, if you use Patchworks’ data analytics platform, Patchworks reserves the right to store your data (including commercially sensitive data and potentially personal data) on a third party platform on an indefinite basis. If you do not use Patchworks’ data analytics platform, Patchworks will not retain any personal data for longer than six months.

Term & Termination

Term: Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Initial Term”). Following the Initial Term, Customer will be placed on a thirty (30) day rolling contract and Customer may terminate this agreement at any time with at least thirty (30) days written notice.

Termination: Either party may terminate this Agreement with written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party; (ii) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (iii) ceases to carry on business as a going concern; or (iv) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party.