Terms and Conditions
These terms and conditions constitute the agreement between Release Platform Ltd incorporated and registered in England and Wales with company number 09693782 whose registered office is at The Old School, School Road, Kirby Cane, Bungay, Suffolk, NR35 2HL (Charlie.Chat) and any company (Advertiser) that uses the Charlie.Chat chatbot, which is available at https://m.me/charliethechatbot (Chatbot) and or the Charlie.Chat dashboard, which is available at https://app.charlie.chat (Dashboard). Unless defined below, capitalized terms in these terms and conditions shall have the meaning given to them on the Order Form.
The Advertiser shall pay all agreed fees, even if it is delayed, prevented or otherwise unable, for whatever reason, to provide Charlie.Chat with the Content or placing of the Tag or creation of a Subdomain linking to the Referral App within the deadlines and/or specifications as set by Charlie.Chat from time to time.
Ownership and Intellectual Property Rights
Charlie.Chat grants the Advertiser a personal, non-transferable, non-exclusive licence to use the Tag and Referral App on its website solely for the purpose of enabling Charlie.Chat to add cookies to facilitate tracking website visitors and to generate and track unique URLs to generate referrals. Release may terminate this licence immediately at any time and licence is terminated immediately upon termination of this agreement. Ownership of the Tag, Referral App and any related intellectual property rights shall at all times remain with Release.
To the extent Charlie.Chat creates or develops any Content, designs or other materials for the Advertiser (Release Materials), Charlie.Chat grants the Advertiser a personal, non-transferable, non-exclusive licence to use such Charlie.Chat Materials.
Charlie.Chat will grant the Advertiser access to the dashboard where Advertiser statistics and website visitor data are displayed (Dashboard). The Advertiser undertakes to protect any username and password associated with its Dashboard account and take full responsibility for any use of the same under its username and password. No username or password associated with the Dashboard shall be shared by the Advertiser with any person not authorized under this agreement.
Term and Termination
The agreement shall start on the Start Date and shall, subject to earlier termination in accordance with these terms and conditions, continue for the duration of the Term set out on the Order Form.
On the expiry of the Initial Term, the agreement shall automatically renew for successive periods each being equal to the length of the Initial Term (each a Renewal Period, and together, the Term) unless, prior to the expiry of the Initial Term or the then current Renewal Period, the Advertiser gives Charlie.Chat written notice of its intention not to renew on no less than one month prior to the end of the Initial Term or any Renewal Period.
Charlie.Chat may terminate this agreement with immediate effect if the Advertiser commits a material breach (including but not limited to late payment of fees) of this agreement and the Advertiser shall immediately pay all outstanding fees to Charlie.Chat.
Cancellation of the services by Advertiser or Charlie.Chat (where there is no Force Majeure)
In the event that, for a consecutive period of fourteen (14) calendar days or more, Charlie.Chat receives no reply to requests sent by electronic message to the Advertiser Email Address stated on the Order Form.
Charlie.Chat shall be entitled to deem this inactivity as the Advertiser's implied cancellation of the services (Implied Cancellation).
In the event of an Express Cancellation or an Implied Cancellation, Advertiser shall be liable to pay all contracted Monthly Fees or Performance Fees. All fees shall be payable within thirty (30) days of the invoice date submitted by Charlie.Chat to Advertiser. Any fees that are unpaid by the relevant due date shall be recoverable by Charlie.Chat as a debt.
The Advertiser represents and warrants to Charlie.Chat that: (a) the Content and the Advertiser's website complies with all applicable laws and regulations; (b) it is fully authorised to publish and to authorise Charlie.Chat to publish on its behalf, the Content; and (c) it is responsible for the payment of any fees in relation to the Content, including but not limited to any Performance Fees.
If an Agency is entering into this agreement on behalf of the Advertiser, the Agency represents and warrants that: (a) it is the authorized agent of the Advertiser; and (b) the Advertiser is not in material breach of any agreement with, or in default with respect to any amounts owed to, the Agency.
The Advertiser shall not, except as may be allowed under this agreement or by any applicable law which is incapable of exclusion by agreement between the parties, (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the services by any means; (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the services; or (c) access all or any part of the services in order to build a product or services which competes with the services.
The Advertiser will defend, indemnify and hold Charlie.Chat harmless from and against any and all loss, damage, liability, and expense (including reasonable legal fees) suffered or incurred by reason of any claims or proceedings based on or arising out of the Content or the Advertiser's website (including but not limited due to virus, service attack or technical faults or overload or any claims regarding the infringement of intellectual property rights).
Charges and payments
The Advertiser shall pay Charlie.Chat any agreed Monthly Fees and/or Performance Fees (and/ or any Cancellation Fee where applicable) in full and in cleared funds, within 30 days of receipt of each invoice by wire transfer or direct debit (as directed by Charlie.Chat) to a bank account nominated in writing by Charlie.Chat from time to time.
The advertiser shall only pay Charlie.Chat the agreed Performance Fees when their value, accrued over the period of one month, exceeds that of the Monthly Fee. The total monthly fee in that case will be the Performance Fee only.
All fees quoted to the Advertiser shall be exclusive of VAT or other governmental fees, sales or withholding taxes, which Charlie.Chat shall add to its invoices at the appropriate rate.
The Advertiser acknowledges and agrees that any Monthly Fees and/or Performance Fees and/ or any Cancellation Fee where applicable) shall be payable irrespective of whether (i) any transaction between the Advertiser and its customer is completed or not; and/or (ii) the Advertiser refunds any of its customers in relation to its products or services for any reason; and/ or, (iii) the Content is in use on the Advertiser's website or not.
Charlie.Chat agrees to supply the Content in accordance with the Advertiser's instructions in the agreed format as previously agreed between the two parties.
Limitation of Liability
Charlie.Chat provides its services 'as is' and 'as available'.
Charlie.Chat does not warrant that the Advertiser's use of the services will be uninterrupted or error-free, or that the services will meet the Advertiser's requirements; in particular, from time to time a small percentage of the data generated by Release's services may not fulfil exactly the criteria applicable to a particular service.
Charlie.Chat is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the Internet, and the Advertiser acknowledges that the services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Except as expressly provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
Charlie.Chat shall not be liable to the Advertiser, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for a: (a) loss of profit; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; in each case whether arising directly or indirectly; or (g) any indirect or consequential loss.
Charlie.Chat's total liability to the Advertiser, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement shall be limited to the equivalent charges actually paid by the Advertiser to Charlie.Chat within the previous 12 months.
Nothing in this agreement limits or excludes Charlie.Chat's liability for:
(a) death or personal injury case by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (including but not limited to acts of God, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, riots, war, embargo, nuclear or chemical contamination, governmental actions, collapse of buildings, fire, explosion or accident, labour or trade dispute, strike, industrial action, non-performance by suppliers or subcontractors). In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving two days written notice to the affected party.
The Advertiser undertakes that it shall not at any time disclose to any person technical commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Advertiser by Release, its employees, agents, consultants or subcontractors and any other confidential information (including but not limited to information from the Dashboard) concerning Charlie.Chat's business or its products which the advertiser may obtain, except as permitted by the clause below.
The Advertiser may disclose Charlie.Chat's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under this agreement subject to ensuring that its employees, officers, representatives or advisers to whom it discloses the confidential information comply with this clause; and (b) as may required by law, a court of competent jurisdiction or any governmental or regulatory authority.
The Advertiser shall not use Charlie.Chat's confidential information for any purpose other than to perform its obligations under this agreement.
All materials (including but not limited to Charlie.Chat Materials, drawings, specifications and data) supplied by Charlie.Chat to the Advertiser shall, at all times, be and remain as between Charlie.Chat and the Advertiser the exclusive property of Release, but shall be held by the Advertiser in safe custody at its own risk and maintained and kept in good condition by the advertiser until returned to Charlie.Chat, and shall not be disposed of or used other than in accordance with Charlie.Chat's written instructions or authorisation.
Charlie.Chat undertakes not to disclose any information regarding this agreement or any commercial initiative entered into between Charlie.Chat and the Advertisers. This includes but is not limited to initiatives of a confidential nature, parameters of online campaigns agreed between the Advertiser and Charlie.Chat, any information of intention of either party to enter into this agreement, any creative or visual assets and any other information that may reasonably be deemed confidential.
Charlie.Chat agrees not to disclose any information regarding this agreement to any direct competitors of the Advertiser. A direct competitor shall be deemed as any company, individual or commercial entity that provides an identical or similar service to the Advertiser.
Charlie.Chat shall take such steps as may be reasonably necessary to prevent the disclosure of confidential information to third parties.
Charlie.Chat shall not utilise information beyond the purpose of this agreement without first having obtained the written consent of the Advertiser.
The Advertiser may not issue any press release or make any public announcement(s) relating to this agreement or the relationship established by this agreement without the express prior written consent of Release.
Charlie.Chat may: (a) make references to the Advertiser's usage of Charlie.Chat's services; and (b) disclose information obtained and created by providing the services to the Advertiser, to third parties.
The Advertiser shall not, without the prior written consent of Charlie.Chat, at any time from the Start Date to the expiry of 6 months after the termination of this agreement, solicit or entice away from Charlie.Chat or employ or attempt to employ any person who is, or has been, engaged as an employee of Charlie.Chat in the provision of services to the Advertiser.
In the event Charlie.Chat processes any personal data on the Advertiser's behalf when performing its obligations under this agreement: (a) the parties acknowledge and agree that no personal data shall be processed outside of the European Economic Area or otherwise than in accordance with the Data Protection Act 1998 (and when in force the EU data protection legislation 2016/679) or other applicable legislation ('Data Protection Legislation'), (b) the Advertiser shall ensure that the Advertiser is entitled to transfer the relevant personal data to Charlie.Chat so that Charlie.Chat may lawfully process such personal data in accordance with this agreement on the Advertiser's behalf, (c) the Advertiser shall ensure that the relevant third parties have been informed of, and have given their consent to such processing as required by all applicable Data Protection Legislation, (d) Charlie.Chat shall process such personal data only in accordance with the terms of this agreement which shall be deemed to be the instructions given by the Advertiser to process such personal data, and (e) each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of such personal data or its accidental loss, destruction or damage.
This agreement shall not prevent Charlie.Chat from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
This agreement is not an offer by Charlie.Chat and is not effective until the Chatbot or Dashboard is used by the Advertiser. This together with clause 2 (Ownership and Intellectual Property rights), clause 7 (Indemnity), clause 9 (Limitation of Liability), clause 11 (Confidential Information), clause 12 (Announcement), and clause 13 (Non-Solicitation), will survive termination, along with any other provisions that might reasonably be deemed to survive such termination.
No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of the parties.
Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
Third party rights. No one other than a party to this agreement shall have any right to enforce any of the terms under this agreement.
A notice given to a party under or in connection with this agreement shall be in writing in English and shall be delivered by hand or sent by first class post or fax or email to the addresses as notified by a party to the other party from time to time. A notice shall be deemed to have been received: (i) if delivered by hand, at the time of delivery; (ii) if sent by pre-paid first class post, on the second day after posting; (iii) if sent by fax or email, at the time of completion of transmission by the sender.
The Advertiser shall not assign or deal in any other manner with any of its rights and obligations under this agreement without Charlie.Chat's prior consent.
No Partnership or Agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name of, or on behalf of, the other party or to bind the other party in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Governing Law. This agreement and any disputes or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes and/or claims) shall be governed by and construed in accordance with the law of England.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including any non-contractual disputes and/or claims).