Terms & Conditions

MAPlatform Ltd incorporated and registered in England and Wales with company number 12526008 whose registered office is at MAPlatform Ltd. Bewl Bridge Barn, Hastings Road, Tunbridge Wells, TN3 8JJ (Supplier).

Background

The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of auditing and/or managing a Customer's Digital marketing spend.

The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.

Definitions

In this agreement the following expressions shall have the following meanings:

  • Authorised Account: the Customer's Media Buying Platform(s) to which a User Subscription for the provision of the Service is "linked"
  • Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information
  • Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services
  • Data Protection Legislation: the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national implementing laws
  • Services: the subscription services provided by the Supplier to the Customer via https://app.squared.io or any other website notified to the Customer

Trial Period

For the duration of the Trial Period (14 days unless otherwise agreed):

  • The Customer grants a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation on the Authorised Accounts for the Customer's internal business operations free of charge
  • This agreement may be terminated immediately by the Supplier giving written notice if the Customer is in breach of any of its obligations
  • This agreement may be terminated by the Customer upon 7 (seven) days' written notice
  • Save for death and personal injury caused by the Supplier's negligence, the Supplier shall have no liability of any kind in any circumstances whatever to the Customer

Upon expiration of the Trial Period, unless this agreement has been cancelled, the remainder of the terms of this agreement shall automatically apply and the applicable User Subscription Fees shall apply.

User Subscriptions and Authorised Accounts

The Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term on the Authorised Account(s) solely for the Customer's internal business operations.

The Customer shall not access, store, distribute or transmit any material during the course of its use of the Services that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive.

Services

The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement. The Supplier will provide the Customer with email support and respond to email queries within one working day. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

Customer Data

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.

The Supplier and the Customer acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor.

Limitation of Liability

Nothing in this agreement excludes the liability of the Supplier for:

  • Death or personal injury caused by the Supplier's negligence
  • Fraud or fraudulent misrepresentation

Subject to the above, the Supplier shall not be liable for any loss of profits, loss of business, or any special, indirect or consequential loss. The Supplier's total aggregate liability shall be limited to the total Subscription Fees paid or payable during the 12 months immediately preceding the date on which the claim arose.

Term and Termination

This agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of 12 months, unless terminated by either party giving not less than 60 (sixty) days' prior written notice.

Either party may terminate agreement with immediate effect by giving written notice to the other if the other party commits a material breach of this agreement and fails to remedy that breach within 14 days, or if the other party is deemed unable to pay its debts as they fall due.

Governing Law & Jurisdiction

This agreement shall be governed and construed in accordance with the laws of England and any dispute arising under this agreement shall be submitted to the exclusive jurisdiction of the English Courts.