Subscription Terms
1 WHO WE ARE
1.1 Handshakr Limited is a company registered in England and Wales. Our company registration number is 12322092 and our registered office is at 1 Walnut Close, Miskin, Rhondda Cynon Taff CF72 8RZ (collectively Handshakr, we, our or us).
1.2 You can contact us by telephoning our customer service team on +44(0)1443 508160 or by writing to us at support@handshakr.com or the address referenced above.
1.3 If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provide to us when you subscribe to our service.
2 THESE TERMS
2.1 These terms (Terms) set out the terms and conditions upon which you may access and use the Handshakr Platform.
2.2 These Term and the document labelled “Lifecycle Subscription Proposal” to which these Terms are appended (Proposal) shall form a separate agreement (Contract).
2.3 The Contract are intended to protect the interests of all users of the Handshakr Platform and not just the interests of Handshakr.
2.4 We may amend these Terms from time to time. Please ensure that you read and understand the Terms at the time you subscribe to our services as they govern your rights and responsibilities and the conditions upon which you may access and use the Handshakr Platform and Services.
2.5 By accepting these Terms or otherwise electronically accessing the Handshakr Platform and Services, you agree and acknowledge that you have read, understood and agree to be bound by the Contract.
2.6 We recommend that you print a copy of these Terms for future reference.
3 DEFINITIONS
3.1 In the Contract when we refer to the following terms, they have the following meanings:-
Add-On(s): the subscription pre-packaged services provided from time to time by Handshakr via the Handshaker Platform.
Authorised Users: those officers and employees within your organisation who are authorised by you to access the Handshakr Platform and to use the Services.
Content Standards: the standards imposed by Handshakr from time to time set out on the Handshakr Platform which apply to any content uploaded to the Handshakr Platform by a Member.
Contract: the contract between you and Handshakr for the supply of Services in accordance with the Contract .
Fees: may include:
(a) Subscription Fees – the subscription fees quoted in respect of the Add-On(s) at the time you subscribe to the Handshakr Platform;
(b) Service Fees – the fees payable in respect of any additional services, including additional support; and
(c) Success Fees – the amount of commission payable at the rate of [2.5%] of the Net value payable [or paid] under each Relevant Deal.
Handshakr Platform: a software as a service marketplace that helps business buyers find and cultivate relationships with suppliers of innovations.
Initial Subscription Term: as defined in clause 10.1.
Members: means other users who have subscribed to use the Handshakr Platform and our Services.
Relevant Deal: a deal resulting from Handshakr meetings within [12 months] of initial introduction.
Renewal Period: as defined in clause 10.1.
Services: means
(a) Add-On(s); and
(b) any additional services, including additional support, agreed between parties from time to time in accordance with the Contract.
Subscription Term: as defined in clause 10.1.2.
User Subscription: the user subscriptions purchased upon the Contract to enable Authorised Users to access and use the Handshakr Platform and Services.
4 HANDSHAKR PLATFORM
4.1 The Handshakr Platform is an interactive online platform which enables its users to connect, share know-how, collaborate with other Members and aims to improve the process by which contractual relationships are formed in respect of the provision of goods and services in the technology market.
4.2 Whilst you may create a profile on the Handshakr Platform free of charge in order to use any of the interactive features on the Handshakr Platform you will be required to subscribe to the Services and pay our Subscription Fee.
4.3 Your application to purchase User Subscriptions constitutes an offer to subscribe to the Services in accordance with the Contract and shall only be deemed accepted when we confirm in writing acceptance of your subscription and on which date (Subscription Date) the Contract shall come into existence.
4.4 Subject to you purchasing User Subscriptions in accordance with clause 4.3 and to the Contract, Handshakr grants to you a non-exclusive, non-transferable, without the right to grant sublicences, revocable licence to permit your Authorised Users to use and access the Handshakr Platform and the Services during the Subscription Term solely for the purpose of your business operations.
4.5 In relation to your Authorised Users, you undertake:-
4.5.1 the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time;
4.5.2 you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
4.5.3 each Authorised User shall keep a secure password for their use of the Services, that password shall be changed no less frequently than bi-monthly and that each Authorised User shall keep their password confidential;
4.5.4 you shall maintain a written, up to date list of current Authorised Users and provide such list to Handshakr within 5 (five) Business Days of Handshakr’s written request and shall permit Handshakr to audit the Services in order to establish the name and password of each Authorised User;
4.5.5 if any audit reveals you have underpaid any Fees to Handshakr, then without prejudice to Handshakr’s other rights, you shall pay Handshakr an amount equal to such underpayment.
4.6 You may from time to time during the Subscription Term, purchase additional User Subscriptions and/or additional services. If you wish to purchase additional User Subscriptions and/or additional services, you shall notify us in writing at [sales@handshakr.com]. Handshakr shall evaluate your request and respond to you with approval or rejection of that request. If Handshakr approves your request to purchase additional User Subscriptions and/or additional services, you shall within 30 days of the date of Handshakr’s invoice pay to Handshakr the relevant Fees for such additional User Subscriptions and if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such Fees shall be pro-rated from the date of activation by Handshakr for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.7 We use all reasonable endeavours to make the Handshakr Platform and the Services available 24 hours a day, seven days a week except for:-
4.7.1 planned maintenance; and
4.7.2 unscheduled maintenance of which we shall use reasonable endeavours to give you at least 6 hours notice in advance.
4.8 The Handshakr Platform and the Services will enable you to communicate and correspond with and purchase products and services from Members. You acknowledge that you do so entirely at your own risk.
4.9 By allowing Members to access and use the Handshaker Platform, Handshakr does not endorse or approve any Member. Handshakr makes no representation, warranty or commitment regarding any Member or any information or user content uploaded to the Handshakr Platform or disclosed to you by a Member in the course of using the interactive services offered via the Handshakr Platform and the Services or in any subsequent communication between you and our Members.
4.10 Handshakr is not under any obligation to oversee, monitor or moderate any interactive services provided via the Handshakr Platform and the Services.
4.11 Handshakr shall have no liability or obligation whatsoever in relation to your reliance on any content and information on the Handshakr Platform or disclosed during the Subscription Term or in correspondence or other communication with any Member or transactions completed and any contract entered into by you and a Member using the Handshakr Platform. Any contract concluded using the Services is completed between you and the relevant Member.
4.12 If you are accessing the Handshakr Platform and using the Services from a country outside of the United Kingdom, the content made available to you via the Handshakr Platform may not be relevant or appropriate for you in the country or jurisdiction in which you are based. Your continued use of the Services will be entirely at your own risk.
4.13 The Handshakr Platform will enable you to upload content. In the Contract, Content refers to any information, specifications, designs, photographs, videos, data, graphics, or other materials you may upload onto the Handshakr Platform.
4.14 Content you upload to the Handshakr Platform may be visible to all Members. You are solely responsible for any Content uploaded to the Handshakr Platform and must exercise caution to ensure that you do not disclose information that might be considered to be confidential or that may infringe any third party’s proprietary rights.
4.15 By creating a profile, subscribing for the Services and uploading Content to the Handshakr Platform you grant to Handshakr a worldwide, transferable, sub-licensable, royalty free licence to host, store, use, copy, display, reproduce, publish and distribute any information you upload, display or otherwise make available on the Handshakr Platform or whilst using the Services including but not limited to your Content. You further grant our Members (or any Member) a perpetual, irrevocable, royalty free non-exclusive licence to use your Content for the purpose of entering into any negotiations, discussions or any contractual relationship with you.
4.16 We reserve the right to make changes to the Handshakr Platform and the Services if necessary to comply with any applicable law or regulatory requirement, to introduce new features and increased functionality or to remove certain of the features.
5 YOUR OBLIGATIONS
5.1 You shall:-
5.1.1 ensure that your network and systems comply with any relevant specifications we may from time to time provide to enable you to access the Handshakr Platform and Services;
5.1.2 be, to the extent permitted by law and except as otherwise provided in the Contract, solely responsible for procuring, maintaining and securing your network connections and telecommunications links to the Handshakr Platform and all problems, conditions, delays, delivery failure and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
5.1.3 only permit Authorised Users to access the Handshakr Platform and use the Services and shall ensure all Authorised Users use the Handshakr Platform and the Services strictly in accordance with the Contract. You will be responsible for any Authorised User’s breach of the Contract;
5.1.4 keep confidential any account login details and passwords required to access the Handshakr Platform and Services and must not disclose the same to any third party. If you know or suspect that anyone other than an Authorised User knows your user identification code or password you must promptly notify us using the contact details set out above;
5.1.5 provide us with such information and materials as we may reasonably require to enable us to supply the Services and inform us of any changes to that information from time to time;
5.1.6 ensure all information (including Content) is accurate and not misleading and promptly correct any inaccuracies;
5.1.7 own all rights, title and interest in and to all Content and shall be solely responsible for its legality, reliability, integrity, accuracy and quality;
5.1.8 comply at all times with our Content Standards;
5.1.9 when interacting with Members, to act courteously and respectfully at all times;
5.1.10 comply with all applicable laws and regulations.
5.2 You must not use the Handshakr Platform or Services:-
5.2.1 in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
5.2.2 to bully, insult, intimidate or humiliate any person;
5.2.3 to transmit, or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation;
5.2.4 to knowingly transmit any data, send or upload any materials that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer hardware or software;
5.2.5 in order to build a product or services which competes with the Services.
5.3 If you wish to complain about any Member’s Content or use of the Handshakr Platform please contact us. You can write to us at [support@handshakr.com].We will investigate the matter and will take such action as we (in our absolute discretion) deem necessary to protect the interests of our Members and Handshakr.
5.4 You shall not except as permitted by applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, or distribute all or any portion of the Handshakr Platform or attempt to de-compile, reverse compile, disassemble or otherwise reduce to human-perceivable form all or any part of the Handshakr Platform.
5.5 If you fail to comply with your obligations under this clause 5 and we are unable to provide access to the Handshakr Platform or to perform the Services or we otherwise suffer loss or damage (Default) then without limiting or affecting any other rights or remedies available to Handshakr:-
5.5.1 Handshakr may suspend access to the Handshakr Platform or performance of the Services until you remedy your Default;
5.5.2 Handshakr will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
5.5.3 it will be your responsibility to reimburse us on written demand for any costs or losses Handshakr sustains or incurs arising directly or indirectly from your Default.
6 CHARGES AND PAYMENT
6.1 Subscription Fees and any Services Fees shall be payable to us in accordance with the Contract.
6.2 To be able to use the interactive services offered by the Handshakr Platform you must pay the Subscription Fee for the User Subscriptions.
6.3 Your subscription will be automatically renewed. Our Subscription Fees are payable on the Subscription Date and thereafter on each anniversary of the Subscription Date, unless the Contract have been terminated in accordance with clause 10.
6.4 On the Subscription Date you will provide Handshakr with a valid, up to date and complete credit card details or approved purchase order information acceptable to Handshakr and any other relevant valid up to date and complete contact and billing details and if you provide:-
6.4.1 your credit card details you authorise Handshakr to bill such credit card on the Subscription Date for the Subscription Fees payable in respect of the Initial Subscription Term and on each anniversary of the Subscription Date for the Subscription Fees payable in respect of the next Renewal Period. In order to be able to continue to provide you with the Services when it comes time for renewal, let us know as soon as possible if your payment details change;
6.4.2 your approved purchase order information, Handshakr will invoice you on the Subscription Date for the Subscription Fees payable in respect of the Initial Subscription Term and subject to clause 10, at least 30 days prior to each anniversary of the Subscription Date for the Subscription Fee payable in respect of the next Renewal Period. You will pay each invoice within 30 days after the date of such invoice (Due Date).
6.5 If payment of the Fees is not received in full by the Due Date, then without prejudice to any other rights and remedies available to Handshakr:-
6.5.1 Handshakr may, without liability to you, disable your password, account and access to the Handshakr Platform, suspend the Services and shall be under no obligation to provide any or all of the Services whilst the invoice concerned remains unpaid; and
6.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate of 4% over the current base lending rate of Handshakr’s bankers from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
6.6 All amounts and Fees stated or referred to in the Contract:-
6.6.1 shall be payable in pounds sterling;
6.6.2 are non cancellable and non-refundable;
6.6.3 are exclusive of value added tax, which shall be added to Handshakr’s invoice at the appropriate rate.
6.7 Handshakr shall be entitled to increase the Subscription Fee and/or the Services Fee at the start of each Renewal Period upon giving 90 days’ prior notice to you.
7 PROPRIETARY RIGHTS
7.1 Where you publish your own Content on the Handshakr Platform and in relation to the Services, you will retain all proprietary rights in that Content. You are responsible for your Content and any damage or harm caused to you or others as a result of you uploading and sharing the same with our Members via the Handshakr Platform.
7.2 You represent and warrant that you own all proprietary rights in your Content, it is accurate and not misleading and by using, posting or uploading the Content to the Handshakr Platform will not infringe any third party rights.
7.3 You acknowledge and agree that Handshakr and its licensors owns all intellectual property rights in the Handshakr Platform and the Services. Except as expressly stated herein, the Contract do not grant you any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licences in respect of the Handshakr Platform and the Services.
8 INDEMNITY
8.1 You shall defend, indemnify and hold harmless Handshakr, its officers, employees, licensors and suppliers against claims, actions, proceedings, losses, damages, costs and expenses (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Handshakr Platform and the Services.
9 LIMITATIONS ON LIABILITY
9.1 Except as expressly stated in the Contract:-
9.1.1 you assume sole responsibility for results and outcomes obtained from your use of the Handshakr Platform and the Services and for conclusions drawn from such use; and
9.1.2 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 Contract.
9.2 Nothing in the Contract excludes either party’s liability:-
9.2.1 for death or personal injury caused by negligence;
9.2.2 for fraud or fraudulent misrepresentation; or
9.2.3 where it would otherwise be unlawful for us to do so.
9.3 Subject to clause 9.2, neither party shall be liable to the other (or any third party claiming under or through the other) under any and all causes of action (whether such causes of action arise in contract (including under any indemnity or warranty), in tort (including negligence or for breach of statutory duty) or otherwise) for losses that comprise:
9.3.1 loss of profit or revenue (except for the Fees);
9.3.2 loss of anticipated savings;
9.3.3 loss of contract or business opportunity;
9.3.4 depletion of goodwill; or
9.3.5 any special, indirect or consequential loss,
in each case, whether arising directly or indirectly under or in connection with the Services and whether or not reasonably foreseeable, reasonably contemplatable, actually foreseen or actually contemplated by a party at the Subscription Date.
9.4 Subject to clause 9.2 and 9.3, Handshakr’s total aggregate liability to you (and to any third party claiming under or through you) in each 12 (twelve) month period and in respect of all causes of action, whether such cause of action arises in contract, tort (including negligence or for breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance of this Contract shall be limited to the Fees paid by you to Handshakr in respect of the Initial Subscription Period or the applicable Renewal Period (as the case may be).
9.5 The parties liability to each other in relation to any personal data collected or processed under this Contract shall be separately provided for under the processing agreement to be entered into between us.
10 TERM AND TERMINATION
10.1 This Contract shall, unless terminated as provided for in this clause 10, commence on the Subscription Date and shall continue for an initial term of 12 months (Initial Subscription Term) and thereafter shall be automatically renewed, at the renewal dates, for successive periods of 12 months (each a Renewal Period) unless:-
10.1.1 either party notifies the other party of termination, in writing at least 60 days before the end of the Initial Subscription Term or Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
10.1.2 otherwise terminated in accordance with the provisions of the Contract;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
10.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
11 CONSEQUENCES OF TERMINATION
11.1 On termination of this Contract for any reason:-
11.1.1 all licences granted under this Contract shall immediately terminate and you shall immediately cease to access the Handshakr Platform and use the Services.
11.1.2 Handshakr will delete your account and any Content you have uploaded to the Handshakr Platform but Handshakr may retain a copy of any Content if it is required to do so pursuant to any legal or regulatory obligation.
11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12 CONFIDENTIALITY
12.1 Each party undertakes that it will not at any time during the Contract and for 5 years after termination of the Contract disclose to any person any confidential information concerning the other party’s business, affairs, customers, clients or suppliers except as permitted by clause 12.2. Confidential Information shall not be deemed to include information that:-
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2 was in the other party’s lawful possession before disclosure;
12.1.3 is lawfully disclosed to the receiving party by a third party without restriction;
12.1.4 that you upload to any area within the Handshakr Platform which is open to all Members to view.
12.2 Each party may disclose the other’s confidential information:
12.2.1 to such of its respective employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of exercising its respective rights or carrying out its respective obligations under the Contract. Each party will ensure that such employees, officers, representatives, sub-contractors or advisers comply with this clause 12.
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory requirement.
12.3 Each Party may only use the other’s confidential information for the purpose of fulfilling its respective obligations under the Contract.
13 EVENTS BEYOND CONTROL
13.1 Handshakr shall have no liability to you under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
14 DATA PROTECTION
14.1 In this clause 14 Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR, the Data Protection Act 2018 and the Privacy and Electronics Communications Regulations 2003.
14.2 Each party will comply with all obligations (and enter into such agreements) as are set out in the Data Protection Legislation in so far as they apply to the relevant party.
14.3 Without prejudice to clause 14.2, you will (where required by Data Protection Legislation) ensure that you have all necessary and appropriate consents to enable the lawful transfer of personal data to Handshakr for the purpose of the Contract.
14.4 Where Handshakr is the data controller (as defined in the data protection Legislation), Handshakr will process personal information in accordance with its Privacy Policy [https://hs.designdough.co.uk/privacy-policy/].
Where Handshakr processes personal information as a processor (or sub-processor) on your behalf, Handshakr shall process such personal information in accordance with your written instructions, to be set out in a separate Data Processing Agreement (DPA).
15 OTHER IMPORTANT TERMS
15.1 Assignment and another dealing. Handshakr may at any time assign, transfer, mortgage, subcontract or otherwise transfer our rights and obligations under this Contract. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or otherwise deal in any other manner with any of your rights or obligations under this Contract without our written consent.
15.2 No Partnership. Nothing in the Contract 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 or on behalf of or otherwise to bind the other 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).
15.3 Entire agreement. The Contract, and any document referred to in it, constitutes the entire agreement between you and Handshakr. You acknowledge that you have not relied on any statement, promise, assurance, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
15.4 Variation. Save as permitted under the Contract, no variation to the Contract shall be valid unless agreed in writing by Handshakr.
15.5 Third party rights. This Contract is between you and Handshakr. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
15.6 Severability. Each of the paragraphs of the Contract operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.7 Waiver. If Handshakr fails to insist that you perform any of your obligations under the Contract, or if Handshakr does not enforce its rights against you, or if Handshakr delays in doing so, that will not mean that Handshakr has waived its rights against you and will not mean that you do not have to comply with those obligations. If Handshakr does waive a default by you, Handshakr will only do so in writing, and that will not mean that Handshakr will automatically waive any later default by you.
15.8 Law. This Contract is governed by English and Welsh law. You and Handshakr both agree that the courts of England and Wales will have exclusive jurisdiction.