IT IS AGREED as follows:
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” means the legal entity that has requested the Services from Happl and has accepted these Terms and Conditions:
“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;
“Gifting Services Terms” means the terms and conditions applicable to the Gifting Services shown on our website from time to time;
"Happl” “we“, “our” or “us“ means Tahora Ltd, trading as Happl a company incorporated in England and Wales with registered number 12430540 with 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(s) at joinhappl.com, app.happl.com or any other website operated by Happl from which the Services can be accessed from time to time; and
“Year” means a 12-month period commencing with the date of this agreement and any anniversary of it.
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.
2.1 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.
3.1 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.
4.1 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 Customer understands and agrees that (i) 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 and (ii) Happl is not a party to that contract, nor assumes any responsibility or liability arising out of or in connection with that contract.
5.1 The Customer shall ensure that only Authorised Users use the Services and thattheir 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.
6.1 A part of the Services, Happl provides an online marketplace (the “Marketplace”) for Customers and Authorised Users 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, subject to any terms and conditions imposed by the relevant Sellers; 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.
6.4 Happl may offer Gifting Services to the Customer from time to time which allows the Customer and/or End Users to purchase products and services, such as physical gifts or electronic gift cards directly from Happly via the Marketplace. The Gifting Services are subject to the Gifting Services Terms displayed on our Website from time to time.
7.1 The Fees shall be paid by the Customer annually 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.
8.1 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.
9.1 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, perpetual, 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.
10.1 . 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.
10.2 Both Parties agree to comply at all times with their respective obligations under Data Protection Legislation. The Parties acknowledge and agree that Happl acts as an independent data controller of the Customer Data that it processes in connection with this Agreement. If the relationship of the Parties in connection with processing of Customer Data changes throughout the term of this Agreement, the Parties shall put in place appropriate documentation at that time.
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, including any third party providers such as HR or accounting providers that are connected to, or operate in connection with, the Services. 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.
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); and/or
11.5.10 harm to reputation or loss of goodwill.
11.6 Subject to clauses 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 one hundred per cent (100%) of the total Fees paid or payable in the Year in which the liability was incurred.
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.
12.1 The Customer acknowledges that Happl shall be entitled to modify the features and functionality of the Services without notice to Customer and to amend these Terms and Conditions from time to time. 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.
13.1 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.
14.1 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.
15.1 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.
16.1 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 Any notice given by Happl or the Customer under this Agreement shall be:
16.3.1 in writing and in English; and
16.3.2 sent in writing to the other party using those contact details provided during the online sign-up or subscription flow that references this Agreement.
16.4 Any notice shall be deemed to have been delivered:
16.4.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
16.4.2 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
16.4.3 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).
16.5 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:
16.5.1 on the date specified in the notice as being the date of such change; or
16.5.2 if no date is so specified five (5) Business Days after the notice is deemed to be received.
16.6 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.
16.7 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.
16.8 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.
16.9 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.
16.10 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.
16.11 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.
16.12 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.
17.1 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).
