Declaration and acceptance of terms
By proceeding with your purchase of the Services, you agree to be bound by the commercial terms above and
the attached Terms and Conditions.
Terms and Conditions of Platform
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
"Affiliate" means any business entity from time to time Controlling, Controlled by, or
under common Control with, either party;
"Agreement" means the terms set out in the clauses and other provisions of this document
(including the commercial terms provided during online sign-up or subscription flow for the
Services and the Terms and Conditions) as updated from time to time;
"Authorised Users" means the named users authorised by the Customer to use the Service
in accordance with the terms of this Agreement;
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in
England and Wales;
"Confidential Information" means any confidential information concerning the business,
affairs, customers, clients or suppliers of Happl;
"Control" for the purpose of the definition of "Affiliate", means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a
company or other business entity, whether through the ownership of shares or voting
securities (including without limitation through ownership of more than fifty percent (50%)
of the shares or securities of an entity entitled to elect directors), contract or otherwise; and
"Controls", "Controlled" and "Controlling" shall be construed accordingly;  
"Corporate Card" means the preloaded corporate spending cards issued by an entity of the
Stripe Group or any other financial service provider to the Customer and Authorised Users
in connection with the Services;
"Corporate Card Provider" means the financial services provider responsible for the
Corporate Card;
"Customer Data" means all data, including Personal Data, (in any form) that is provided to
Happl or uploaded or hosted on any part of the Service by the Customer or by any
Authorised User (but excluding Feedback);
"Data Protection Legislation" means (a) any law, statute, declaration, decree, directive,
legislative enactment, order, ordinance, regulation, rule or other binding restriction (as
amended, consolidated, or re-enacted from time to time) which relates to the protection of
individuals with regards to the processing of personal data to which a party is subject,
including (i) the UK Data Protection Act 2018, (ii) the General Data Protection Regulation
(EU) 2016/679 as transposed into United Kingdom national law by operation of section 3 of
the European Union (Withdrawal) Act 2018, (iii) the Privacy and Electronic
Communications (EC Directive) Regulations 2003; and (b) any code of practice or guidance
published by the UK Information Commissioner's Office (or equivalent regulatory body)
from time to time;
"Documentation" means in respect of the Services, any relevant instructions as to how to
use the Services or other documentation made available by Happl from time to time;
"Effective Date" means the date specified during the online sign-up or subscription flow on
which the Service is intended to commence;
"Fees" means the fees payable by the Customer in consideration of the Service as set out in
the online sign-up or subscription flow that references this Agreement;
"Force Majeure" means an event or sequence of events beyond a party's reasonable control
preventing or delaying it from performing its obligations under this Agreement (provided
that an inability to pay is not Force Majeure), including any matters relating to transfer of
data over public communications networks and any delays or problems associated with any
such networks or with the internet;
"Goods" has the meaning given in clause 18.2;
"Gifting Services" means the corporate gifting services offered by Happl to Customers and
Authorised Users, as more particularly described in clause 6.4 of this Agreement;
"Gifting Services Terms" means the terms and conditions applicable to the Gifting
Services set out in clauses 6.4 - 6.28 of this Agreement;
"Happl" means Tahora Ltd, a company incorporated in England and Wales (with registered
number 12430540) and having its registered office at 71 - 75 Shelton Street, London,
WC2H 9JQ;
"Intellectual Property Rights" means any and all copyright, rights in inventions, patents,
know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in
get-up, database rights and rights in data, topography rights, utility models, domain names
and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
"Normal Business Hours" means 9am to 5pm local UK time, each Business Day;
"Personal Data" means any information relating to an identified or an identifiable natural
person;
"Renewal Period" has the meaning given in clause 14.1
"Service(s)" means the Happl software platform owned and provided by Happl, including
the services detailed in clause 6.1 but excluding any Third Party Services;
"Term" means the Initial Term set out in the online sign-up or subscription flow that
references this Agreement and any Renewal Period;
"Third Party Services" means any services, software or websites owned and provided by a
third party alongside the Services;
"VAT" means United Kingdom value added tax, any other tax imposed in substitution for it
and any equivalent or similar tax imposed outside the United Kingdom;
"Website" means the Happl website at joinhappl.com where the Services can be accessed;
and
"Year" means a 12-month period commencing with the date of this agreement and any
anniversary of it.
1.2 In this Agreement, unless otherwise stated:
1.2.1 the clause, paragraph, schedule or other headings in this Agreement are included
for convenience only and shall have no effect on interpretation;
1.2.2 Happl and the Customer are together the parties and each a party, and a reference
to a 'party' includes that party's successors and permitted assigns; words in the
singular include the plural and vice versa; any words that follow 'include',
'includes', 'including', 'in particular' or any similar words and expressions shall
be construed as illustrative only and shall not limit the sense of any word, phrase,
term, definition or description preceding those words;
1.2.3 a reference to 'writing' or 'written' includes any method of reproducing words in a
legible and non-transitory form (including email); and
1.2.4 a reference to specific legislation is a reference to that legislation as amended,
extended, re-enacted or consolidated from time to time and a reference to
legislation includes all subordinate legislation made as at the date of this
Agreement under that legislation; and a reference to any English action, remedy,
method of judicial proceeding, court, official, legal document, legal status, legal
doctrine, legal concept or thing shall, in respect of any jurisdiction other than
England, be deemed to include a reference to that which most nearly approximates
to the English equivalent in that jurisdiction.
2. RIGHTS OF USE
2.1 Subject to the payment of the Fees and in consideration of the terms and conditions of this
Agreement, Happl hereby grants the Customer and its Authorised Users a non-exclusive,
non-transferable, non-sublicensable right during the Term to access and use the Services and
any Documentation for the purposes envisaged in this Agreement.
3. SERVICES
3.1 During the Term, Happl shall provide the Services and make available the Documentation to
the Customer in accordance with and subject to the terms of this Agreement. As part of the
Services, the Supplier shall provide the Customer with the Supplier's standard customer
support services during Normal Business Hours. If the Customer requires support services
related to the Services, the Customer should contact support@joinhappl.com and provide
full details of the issues the Customer is experiencing in relation to the Services. The
Supplier may amend its standard customer support services in its sole and absolute
discretion from time to time.
3.2 Happl shall use reasonable skill and care when performing its obligations under this
Agreement.
3.3 Happl will use reasonable endeavours to notify the Customer in advance of any scheduled
maintenance to the Services, but the Customer acknowledges that it may receive no advance
notification for downtime caused by Force Majeure or for other emergency maintenance.
3.4 It is acknowledged that the Services shall incorporate and link to various Third-Party
Services The Third Party Services may enable or assist the Customer to access the website
content of, correspond with and purchase products and services via third party websites.
Such Third-Party Services are provided to the Customer in accordance with the terms and
conditions applicable to those Third Party Services. Any contract entered into and any
transaction completed for any Third Party Service is between the Customer and the relevant
third party providing that Third Party Service, and not Happl. Happl recommends that the
Customer refers to the thirds party's website terms and conditions and privacy policy prior
to using the relevant Third Party Services. Happl does not endorse or approve any third-
party website nor the content of any of the third party website made available via the
Services.
4. ACCESS TO THE SERVICES
4.1 The Services and Documentation can be accessed through the Website.
4.2 In order to access or receive the Services, Customer and its Authorised Users must create a
Happl account.
4.3 When registering an account, Happl requires certain information relating to the Customer
and the Authorised User. This information must be accurate, current, and complete.
Customer agrees to keep this information up to date. Happl shall use this information in
accordance with its privacy policy.
4.4 Customer must ensure that any user IDs, passwords, and other access credentials for the
Website are kept strictly confidential and not shared with any unauthorised person. If any
password has been provided to an individual that is not an Authorised User, the Customer
shall, without delay, disable any such passwords and notify Happl immediately.
4.5 If the Customer or an Authorised User is issued with a Corporate Card in relation to the
Services, this arrangement will be governed by Corporate Card Provider's terms and
conditions. Accordingly, the contract formed regarding Corporate Cards is solely between
the Customer and the Corporate Card Provider or the Corporate Card Provider and the
Authorised User, as the case may be.
5. USERS
5.1 The Customer shall ensure that only Authorised Users use the Services and that such use is
at all times in accordance with this Agreement.
5.2 The Customer shall:
5.2.1 be liable for the acts and omissions of the Authorised Users as if they were its
own;
5.2.2 only provide Authorised Users with access to the Services via the access method
provided by Happl and shall not provide access to (or permit access by) anyone
other than an Authorised User; and
5.2.3 procure that each Authorised User is aware of, and complies with, the obligations
and restrictions imposed on the Customer under this Agreement, including all
obligations and restrictions relating to Happl's Confidential Information.
5.3 The Customer warrants and represents that it, and all Authorised Users and all others acting
on its or their behalf (including systems administrators), shall keep confidential and not
share with any third party (or with other individuals except those with administration rights
as necessary for use of the Services) their password or access details for the Services.
6. BENEFIT MARKETPLACE AND GIFTING SERVICES
6.1 A part of the Services, Happl provides an online marketplace (the "Marketplace") for
Customers to view and purchase products and services from third party retailers (the
"Sellers") directly. If the Customer or its Authorised Users elect to purchase products or
services via the Marketplace, they shall either be:
6.1.1 directed to an external site where it can negotiate and complete transactions for
products and services with Sellers directly; or
6.1.2 able to purchase products and services from the Sellers through the Marketplace.
6.2 Happl allows Sellers to list and sell their products and services through the Marketplace.
While Happl helps facilitate transactions that are carried out in the Marketplace, Happl is
neither the buyer nor the seller of the Seller's items and services which are made available
through the Marketplace. Accordingly, the contract formed at the completion of a sale for
the Seller's products is solely between the Customer and the Seller or between the Customer
and the Authorised User. Happl is not a party to that contract, nor assumes any
responsibility or liability arising out of or in connection with such contract. Happl does not
act as the agent of the Sellers. The Customer should contact the Seller directly if it wishes to
make any claims or complaints in respect of the products or services that the Seller has
provided. On request, Happl may provide the Customer with support to contact the Seller
and provide reasonable assistance in settling any complaint or dispute that the Customer
may have with the Seller.
6.3 The Marketplace may include listings of insurance products supplied by third party insurers
("Insurance Products"). Happl is not the seller, broker or provider of any Insurance
Products listed on the Marketplace. Any purchase of Insurance Products made via, or
facilitated by, the Marketplace shall be solely between the Customer and the provider or the
Insurance Products. Happl does not assume any responsibility or liability related to the
Insurance Products.  

GIFTING SERVICES
6.4 The Gifting Services shall be made available via the Marketplace. Happl offers Gifting
Services that enable eligible customers to purchase third party goods directly from Happl in
order to send gifts to employees and workers on behalf of the organisation. The Gifting
Services are distinct from the Marketplace on the basis that the Customer shall purchase the
Goods from Happl directly. Subject to the Customer ordering the Gifting Services during
the online sign-up or subscription flow, Happl shall offer its Gifting Services to the
Customer for the duration of the Term. These Gifting Services Terms apply to the order by
the Customer and the supply of goods by us to the Customer ("Contract"). No other terms
are implied by trade, custom, practice or course of dealing.
6.5 The Customer should follow the onscreen prompts on the Website to place an order. Each
order is an offer by the Customer to buy the goods specified in the order ("Goods") subject
to the Gifting Terms. Happl's order process allows the Customer to check and amend any
errors before submitting its order. The Customer shall check the order carefully before
confirming it. The Customer is responsible for ensuring that its order and any specification
submitted to Happl is complete and accurate.
6.6 After the Customer places an order, Happl will send an email acknowledging that the order
has been received. Happl's acknowledgement of the Customer's order does not mean that
the order has been accepted. Happl's acceptance of the Customer's order will take place as
described in clause 6.7.
6.7 Happl will confirm its acceptance of the Customer's order by sending an email that confirms
the Goods have been dispatched ("Dispatch Notification"). The Contract between Happl
and the Customer will only be formed when Happl sends a Dispatch Notification to the
Customer. The Customer acknowledges that all Goods are supplied by third party suppliers
and that Happl cannot guarantee that the Goods will be available for purchase. If a third-
party supplier is unable to supply the Customer with the Goods for any reason, Happl will
inform the Customer and will not process the order. If the Customer has already paid for the
Goods, Happl will refund the Customer the amount paid including any applicable delivery
costs. Any refund made by Happl shall be made to the Customer's payment card that was
used to order the Goods.
6.8 The images of the Goods on the Website are for illustrative purposes only and are provided
to Happl from third party suppliers. Happl cannot guarantee that the Customer's computer
displays of the colours accurately reflect the colour of the Goods. The colour of the Goods
may vary slightly from those images. The packaging of your Goods may vary from that
shown in an image on the Website.
6.9 Returns and refunds. The Customer may cancel the Contract and receive a refund if it
notifies Happl as set out in clause 6.10 within one day of Happl issuing the Dispatch
Notification.  This cancellation right does not apply in the case of:
6.9.1 any Goods that are personalised or made according to the Customer's
specifications;
6.9.2 any Good which become missed inseparably with other items after delivery;
6.9.3 any perishable Goods (including, but not limited to, hampers, chocolates, food or
wine gifts.
The exclusions in clauses 6.9.1 - 6.9.3 shall not impact the Customer's statutory rights in
the event the Goods are faulty.
6.10 To cancel the Contract, the Customer must contact Happl via email at
support@joinhappl.com and provide full details of the order. If the Customer sends it
cancellation notice by email, then the Cancellation shall be effective from the date the email
is sent to Happl.
6.11 Delivery, transfer and risk of title. Happl will contact the Customer with an estimated
delivery date at the time it accepts an order. Occasionally Happl's delivery to the Customer
may be affected by a Force Majeure. See clause 15 (Force Majeure) for Happl's
responsibilities when this happens.
6.12 Delivery is complete once the Goods have been unloaded at the delivery address specified in
the Order. The Goods will be the risk of the Customer from the time of delivery. The
Customer will own the Goods once Happl has received payment in full, including of all
applicable delivery charges.
6.13 If the third-party supplier fails to deliver the Goods, Happl's liability is limited to the cost of
obtaining replacement goods of a similar description and quality in the cheapest market
available, less the price of the Goods. Notwithstanding the foregoing, Happl will not be
liable to the extent that any failure to deliver was caused by a Force Majeure, or because the
Customer failed to provide adequate delivery instructions or any other instructions that are
relevant to the supply of goods.
6.14 No international delivery. Happl may deliver to countries outside of the United Kingdom
("International Delivery Destinations"). [Happl will deliver to the countries on this page
[INSERT LINK TO PAGE LISTING THE COUNTRIES] ("International Delivery
Destinations").] However, there may be restrictions on some Goods for certain International
Delivery Destinations. If the Customer orders Goods for delivery to an International
Delivery Destination, the order may be subject to import duties and taxes which are applied
when the delivery reaches that destination. The Customer acknowledges that Happl has no
control over these charges and cannot predict their amount. The Customer will be
responsible for payment of any such import duties and taxes. The Customer should contact
the local customs office relevant to the International Delivery Destination for further
information prior to placing an order. The Customer shall comply with all applicable laws
and regulations of the country for which the Goods are destined. Happl will not be liable or
responsible if the Customer breaches any such law.
6.15 Price of goods and delivery charges. The prices of the Goods will be as quoted the
Website at the time the Customer places the order. Happl takes reasonable care to ensure
that the prices of Goods are correct at the time when the relevant information was entered
onto the system. However, please see clause 6.19 for what happens if Happl discovers an
error in the price of Goods.
6.16 Prices of the Goods may change from time to time, but changes will not affect any order the
Customer has already placed and Happl has accepted under clause 6.7.
6.17 The price of Goods excludes VAT (where applicable) and shall be payable at the applicable
current rate chargeable in the UK for the time being. However, if the rate of VAT changes
between the date of the order and the date of delivery, Happl will adjust the VAT payable by
the Customer, unless the Customer has already paid for the Goods in full before the change
in VAT takes effect.
6.18 The price of the Goods does not include delivery charges. Happl's delivery charges are as
advised during the check-out process before the Customer confirms its order.  
6.19 Happl sells a large number of Goods through the Website. It is always possible that, despite
Happl's reasonable efforts, some of the Goods on the Website may be incorrectly priced.
Happl will normally check prices as part of its dispatch procedures so that:
6.19.1 where the Goods' correct price is less than the price stated on the Website, Happl
will charge the lower amount when dispatching the Goods to the Customer; and
6.19.2 if the Goods' correct price is higher than the price stated on the Website, Happl
will contact the Customer as soon as possible to inform of this error. In these
circumstances, Happl will give the Customer the option continuing to purchase the
Goods at the correct price or cancelling the order. Happl will not process an order
until it receives the Customer's instructions to do so. If Happl is unable to contact
the Customer using the contact details provided during the order process, Happl
will treat the order as cancelled and notify the Customer in writing. However, if
Happl mistakenly accepts and processes an order where a pricing error is obvious
and unmistakeable and could reasonably have been recognised by the Customer as
a mispricing, Happl shall have the option to cancel supply of the Goods and refund
any sums paid by the Customer for the Goods.
6.20 How to pay. The Customer can only pay for Goods using certain debit and credit cards.
Happl shall provide the Customer with a list of payment cards it accepts promptly on
request.  
6.21 Payment for the Goods and all applicable delivery charges is in advance. Happl will not
charge the Customer's debit card or credit card until it receives confirmation that the Goods
have will be delivered to the Customer by the relevant third-party supplier.
6.22 Warranty for the goods. The Goods are intended for use only in the UK and are not
intended for resale purposes. Happl does not warrant that the Goods comply with the laws,
regulations or standards outside the UK.
6.23 Happl provide a warranty that on delivery the Goods shall:
6.23.1 subject to clause 6.8, conform in all material respects with their description; and
6.23.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.24 Subject to clause 6.25, if:
6.24.1 the Customer gives Happl notice in writing within a reasonable time of discovery
that some or all of the Goods do not comply with the warranty set out in clause
6.23;
6.24.2 the Customer provides Happl with pictures or equivalent evidence demonstrating
the alleged defect; and
6.24.3 Happl requests that the Customer returns the Goods to Happl at the cost of the
Customer,
Happl will, at its option, replace the defective Goods or refund the price of the defective
Goods in full on the credit card or debit card use by the Customer to pay for the Goods.
6.25 Happl will not be liable for breach of the warranty set out in clause 6.23 if:
6.25.1 the Customer or the recipient make any further use of the Goods after giving
notice to us under clause 6.24;
6.25.2 the defect arises as a result of Happl following any drawing, design or
specification supplied by the Customer;
6.25.3 the Customer or the recipient alters or repairs the Goods;
6.25.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
6.25.5 the Goods differ from their description or specification as a result of changes made
to ensure they comply with applicable statutory or regulatory requirements.
6.26 Happl will only be liable to the Customer for the Goods' failure to comply with the warranty
set out in clause 6.23 to the extent set out in this clause 6.
6.27 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest
extent permitted by law, excluded from the Contract.
6.28 The Gifting Service Terms also apply to any replacement Goods supplied by Happl to the
Customer.
7. FEES
7.1 The Fees shall be paid by the Customer in advance and Happl will invoice the Customer for
Fees prior to the commencement of the Services. Except as otherwise set forth in this
Agreement, Fees are non-refundable. Happl shall not increase the Fees during the Initial
Term. Happl shall have the right to increase the Fees during any Renewal Period. Any
increase in Fees shall be communicated to the Customer at least 60 days prior to the
commencement of any Renewal Period. The Customer shall pay each invoice within 14 days
of the date of the invoice (the "Due Date").
7.2 The currency of this Agreement is pounds sterling and all amounts due under this
Agreement shall be invoiced in pounds sterling.
7.3 To the extent applicable, the Fees are exclusive of VAT which shall be payable by the
Customer at the rate and in the manner prescribed by law. All sums payable under this
Agreement shall be free and clear of all deductions or withholdings whatsoever including
indirect taxes, and any other applicable taxes, save only as may be required by law. If any
such deductions or withholdings are required by law the party making the payment shall pay
such sum as will, after such deduction or withholding has been made, leave the amount
which would have been received in the absence of any such requirement to make a
deduction or withholding.
7.4 If Happl has not received payment within ten (10) days after the Due Date, and without
prejudice to any other rights and remedies of Happl:
7.4.1 Happl may, without liability to the Customer, disable the Authorised User's
password, account and access to all or part of the Services and Happl shall be
under no obligation to provide any or all of the Services while the invoice(s)
concerned remain unpaid; and
7.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal
to 4% over the then current base lending rate of Barclays Bank plc from time to
time, commencing on the Due Date and continuing until fully paid, whether before
or after judgment.
8. CUSTOMER'S RESPONSIBILITIES
8.1 The Customer shall (and shall ensure all its Affiliates and Authorised Users shall):
8.1.1 at all times comply with all applicable laws and regulations with respect to its
activities under this Agreement, including use or receipt of the Services, the
Gifting Services and any Third Party Services;
8.1.2 provide Happl with all necessary co-operation in relation to this Agreement and
access to such information as may be required by Happl in order to provide the
Services;
8.1.3 ensure that the Authorised Users use the Services and the Documentation in
accordance with the terms of this Agreement; and
8.1.4 use all reasonable endeavours to prevent any unauthorised access to or use of the
Services, the Documentation and any Third Party Services and, in the event of any
such unauthorised access or use, shall promptly notify Happl.
8.2 During the course of its use of the Services, and except as expressly permitted under this
Agreement, the Customer shall not, and shall procure that any Authorised User shall not:
8.2.1 knowingly access, store, distribute or transmit any viruses or malware, or any
material which is unlawful, harmful, threatening, defamatory, discriminatory,
explicit, obscene, or offensive;
8.2.2 infringe any rights of third parties;
8.2.3 disassemble, de-compile, reverse engineer or create derivative works based on the
whole or any part of the Services, nor attempt to do any such things;
8.2.4 access all or any part of the Services and Documentation in order to build a
product or service which competes with the Services and/or the Documentation; or
8.2.5 copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify,
adapt, edit, abstract, store, archive, display publicly or to third parties, sell, licence,
lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in
any way commercially exploit any part of the Services or otherwise make the
Services and/or Documentation available to any third party (or attempt to do the
same) other than as provided for under this Agreement.
9. INTELLECTUAL PROPERTY
9.1 All Intellectual Property Rights in and to the Services (including any source code) and any
Documentation belong to and shall remain vested in Happl or the relevant third-party owner,
including where created during the provision of Services to the Customer. To the extent that
the Customer, Authorised Users or any person acting on its or their behalf acquires any
Intellectual Property Rights in any part of the Services, the Customer shall assign or procure
the assignment of such Intellectual Property Rights with full title guarantee (including by
way of present assignment of future Intellectual Property Rights) to Happl or such third
party as Happl may elect. The Customer shall execute all such documents and do such
things as Happl may consider necessary to give effect to this clause 9.1.
9.2 The Customer agrees to partake in two one-hour long feedback sessions per Year. The
purpose of the feedback sessions will be to discuss how Happl might improve the Services
and overall user experience. Happl may use any feedback and suggestions for improvement
relating to the Services as provided by the Customer, or any Authorised User, without
charge or limitation ("Feedback"). The Customer hereby assigns (or shall or procure the
assignment of) all Intellectual Property Rights in the Feedback with full title guarantee
(including by way of present assignment of future Intellectual Property Rights) to Happl at
the time such Feedback is first provided to Happl.
9.3 Except for the rights expressly granted in this Agreement, the Customer or any Authorised
User, and their direct and indirect sub-contractors, shall not acquire in any way any title,
rights of ownership, or Intellectual Property Rights of whatever nature in the Services and
no Intellectual Property Rights of either party are transferred or licensed as a result of this
Agreement.
9.4 The Customer grants Happl a non-exclusive, worldwide, royalty-free and fully paid-licence
to: (a) retain, use and disclose the Customer Data as necessary for the purposes of providing
the Services, and for creating aggregated and anonymous data; and (b) to use the Customer's
trade marks, service marks and logos as required to provide the Services and to reference the
Customer as a user of the Services in accordance with clause 9.6.
9.5 The Customer grants Happl the right to reference the Customer as a user of the Services in
its customer lists and on the Website.
10. CUSTOMER DATA
10.1 Subject to clause 9.5, Customer Data shall at all times remain the property of the Customer
or its licensors.
10.2 Except to the extent Happl has direct obligations under Data Protection Legislation, the
Customer acknowledges that Happl has no control over any Customer Data hosted as part of
the provision of the Services. The Customer shall ensure (and is exclusively responsible for)
the accuracy, quality, integrity and legality of the Customer Data and that its use (including
use in connection with the Services) complies with this Agreement and all applicable laws.
10.3 If Happl becomes aware of any allegation that any Customer Data may not comply with any
other part of this Agreement, Happl shall have the right to permanently delete or otherwise
remove or suspend access to any Customer Data which is suspected of being in breach of
any part of the Agreement and/or disclose Customer Data to law enforcement authorities (in
each case without the need to consult the Customer).
10.4 The Services have been developed in a way so as to avoid the processing of Personal Data
by Happl. To the extent that any Personal Data is shared with or processed by Happl under
this Agreement, each party shall comply with all applicable Data Protection Legislation.
11. LIMITATION OF LIABILITY
11.1 Although Happl will try to ensure that availability of the Services will be uninterrupted and
error-free, this cannot be guaranteed. The Services may be subject to delays, interruptions,
errors or other problems resulting from use of the internet or public electronic
communications networks used by the parties or third parties. The Customer acknowledges
that such risks are inherent in cloud services and that Happl shall have no liability for any
such delays, interruptions, errors or other problems. The Customer further acknowledges
and agrees that Happl shall not be liable for any delays, interruptions, errors or other
problems related to the Services that are directly or indirectly caused by any application,
software, hardware, equipment, program, product, browser or any other item, that is
integrated with the Services.
11.2 The Customer assumes sole responsibility for results obtained from the use of the Services
and the Documentation by the Customer, and for conclusions drawn from such use. Happl
shall have no liability for any damage caused by errors or omissions in any information
provided to Happl by the Customer in connection with the Services, or any actions taken by
Happl at the Customer's direction.
11.3 Other than as set out in this Agreement, all warranties, representations, conditions, terms,
undertakings or obligations whether express or implied and including any implied terms
relating to quality, fitness for any particular purpose, ability to achieve a particular result or
that information is accurate, complete or up to date are excluded to the fullest extent allowed
by applicable law.
11.4 Happl shall not be liable for consequential, indirect or special losses.
11.5 Happl shall not be liable for any of the following (whether direct or indirect):
11.5.1 loss of profit;
11.5.2 destruction, loss of use or corruption of data;
11.5.3 loss or corruption of software or systems;
11.5.4 loss or damage to equipment;
11.5.5 loss of use;
11.5.6 loss of production;
11.5.7 loss of contract;
11.5.8 loss of opportunity;
11.5.9 loss of savings, discount or rebate (whether actual or anticipated);
11.5.10 harm to reputation or loss of goodwill; and/or
11.5.11 loss of use or damage to software, applications or products integrated that are
integrated to the Services.
11.6 Subject to clauses 11.1, 11.2, 11.4, 11.5 and 11.7, Happl's total aggregate liability to the
Customer, howsoever arising under or in connection with this Agreement (including but not
limited to liability in contract, tort, negligence, misrepresentation restitution or otherwise)
shall not exceed:
11.6.1 for loss arising from Happl's failure to comply with the Gifting Services Terms,
100% (one hundred per cent) of the price of the Goods;
11.6.2 for all other loss or damage that does not fall within clause 11.6.1, one hundred per
cent (100%) of the total Fees paid in the Year in which the breaches occurred.
11.7 Notwithstanding any other provision of this Agreement, Happl's liability shall not be limited
in any way in respect of the following:
11.7.1 death or personal injury caused by negligence;
11.7.2 fraud or fraudulent misrepresentation; or
11.7.3 any other losses which cannot be excluded or limited by applicable law.
12. CHANGES TO SERVICES AND TERMS
12.1 The Customer acknowledges that Happl shall be entitled to modify the features and
functionality of the Services without notice to Customer. Happl shall use reasonable
endeavours to ensure that any such modification does not materially adversely affect the use
of the Services by Happl's customers generally.
13. SUSPENSION
13.1 Happl may suspend access to the Services to all or some of the Authorised Users if:
13.1.1 Happl suspects that there has been any misuse of the Services or breach of this
Agreement; or
13.1.2 the Customer fails to pay any sums due to Happl in accordance with clause 7.
13.2 Fees shall remain payable during any period of suspension notwithstanding that the
Customer, or all of the Authorised Users may not have access to the Services.
13.3 Happl will resume the provision of the Services, and the Customer and the relevant
Authorised Users shall be provided with access to the Services once the reason for
suspension has been resolved to Happl's satisfaction and full payment has been received.
14. TERM AND TERMINATION
14.1 This Agreement shall come into force on the Effective Date and, shall continue for the
Initial Term and, thereafter, shall be automatically renewed for successive periods of 12
months (each a Renewal Period) unless:
14.1.1 either party notifies the other party of termination, in writing, at least 30 days
before the end of the Initial Term or any Renewal Period, in which case this
Agreement shall terminate upon the expiry of the applicable Initial Term or
Renewal Period; or
14.1.2 otherwise terminated in accordance with the provisions of this Agreement.
14.2 Happl shall be entitled to terminate this Agreement upon not less than thirty (30) days
written notice for any reason or immediately upon written notice where the Services are
discontinued by Happl in part or in full. In the event that Happl terminates this Agreement
pursuant to this clause 14.2, the Customer shall be reimbursed by Happl on a pro-rata basis
for any Fees already paid for Services not provided.
14.3 Immediately on termination or expiry of this Agreement (for any reason), the rights granted
by Happl under this Agreement shall terminate and the Customer shall (and shall procure
that each Authorised User shall):
14.3.1 stop using the Services and any Documentation; and
14.3.2 make payment of all Fees properly due and payable up to the date of termination
or expiry.
14.4 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of
either party at any time up to the date of termination or expiry, and shall not affect any
provision of this Agreement that is expressly or by implication intended to continue beyond
termination.
15. FORCE MAJEURE
15.1 Provided that it has complied with clause 15.2, if a party is prevented, hindered or delayed
in or from performing any of its obligations under this Agreement by a Force Majeure event
(the "Affected Party"), the Affected Party shall not be in breach of this Agreement or
otherwise liable for any such failure or delay in the performance of such obligations.
15.2 The Affected Party shall:
15.2.1 as soon as reasonably practicable after the start of the Force Majeure event, notify
the other party in writing of such Force Majeure event, the date on which it started,
its likely or potential duration, and the effect of such Force Majeure event on its
ability to perform any of its obligations under this Agreement; and
15.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure event on
the performance of its obligations.
16. GENERAL
16.1 This Agreement constitutes the entire agreement between the parties and supersedes all
previous agreements, understandings and arrangements between them in respect of its
subject matter, whether in writing or oral.
16.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall
have no remedies in respect of, any representation or warranty that is not expressly set out in
this Agreement.
16.3 This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all the counterparts shall
together constitute the one agreement.
16.4 Any notice given by Happl or the Customer under this Agreement shall be:
16.4.1 in writing and in English; and
16.4.2 sent in writing to the other party using those contact details provided during the
online sign-up or subscription flow that references this Agreement.
16.5 Any notice shall be deemed to have been delivered:
16.5.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is
left at the proper address;
16.5.2 if sent by pre-paid first-class post or other next working day delivery service, at
9.00am on the third Business Day after posting or at the time recorded by the
delivery service; or
16.5.3 if sent by email, at the time of transmission (unless the time of transmission occurs
outside of normal business hours, in which case the notice shall be deemed to have
been delivered at 8.00am on the following Business Day).
16.6 Any change to the contact details of a party provided during the online sign-up or
subscription flow that references this Agreement that shall be effective:
16.6.1 on the date specified in the notice as being the date of such change; or
16.6.2 if no date is so specified five (5) Business Days after the notice is deemed to be
received.
16.7 No variation of this Agreement shall be valid or effective unless it is made in writing, refers
to this Agreement and is duly signed or executed by, or on behalf of, each party.
16.8 Except as expressly permitted by this Agreement, the Customer shall not assign, transfer,
sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner
with any or all of its rights or obligations under this Agreement (including the licence rights
granted), in whole or in part, without Happl's prior written consent.
16.9 Happl and the Customer are independent and are not partners or principal and agent and this
Agreement does not establish any joint venture, trust, fiduciary or other relationship between
them, other than the contractual relationship expressly provided for in it. Neither party shall
have, nor shall represent that it has, any authority to make any commitments on the other
party's behalf.
16.10 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of this
Agreement shall not be affected.
16.11 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or
unenforceable but would be legal, valid and enforceable if some part of it was deleted or
modified, the provision or part-provision in question shall apply with such deletions or
modifications as may be necessary to make the provision legal, valid and enforceable. In the
event of such deletion or modification, the parties shall negotiate in good faith in order to
agree the terms of a mutually acceptable alternative provision.
16.12 No single or partial exercise of any right, power or remedy provided by law or under this
Agreement shall prevent any future exercise of it or the exercise of any other right, power or
remedy.
16.13 A waiver of any term, provision, condition or breach of this Agreement shall only be
effective if given in writing and signed by the waiving party, and then only in the instance
and for the purpose for which it is given.
16.14 A person who is not a party to this Agreement shall not have any rights under the Contract
(Rights of Third Parties) Act 1999 to enforce any of its provisions.
17. GOVERNING LAW AND JURISDICTION
17.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject
matter or formation (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with, the laws of England and Wales.
17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of, or in connection with, this
Agreement, its subject matter or formation (including non-contractual disputes or claims).