The “Platform” is a software service that allows a Client to display sustainability ratings and reviews for products on the Client’s Website, and is provided by Wherefrom Limited of 5 Manor Farm Close, Luton, Bedfordshire, LU4 9LA (“Wherefrom”). By using the Platform or otherwise accepting these terms of use, you (referred to in this Agreement as the “Client”) agree to be bound by them in relation to all use of the Platform.
The following definitions apply in this document:
The Client agrees and accepts that the Platform is made available by Wherefrom and its infrastructure providers, and is not available locally from the Client’s systems. The Client also acknowledges that Platform is managed and supported exclusively by Wherefrom.
Wherefrom reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform at its sole discretion. Wherefrom shall not amend the Platform in a manner that would intentionally cause the Client to lose access to data or fundamentally decrease the utility of the Platform to the Client, other than in accordance with the terms of this Agreement.
This Agreement shall remain in force for the Initial Term, and thereafter shall automatically renew for further 12 month periods, unless one party provides the other party with notice of its intention to terminate this Agreement no later than 30 days before the expiry of the then-current term.
The Client obtains no right, title or interest in the data made available to it on the Platform including any Intellectual Property found within it, and such data remains the property of Wherefrom. The Client shall have a licence to use the data made available to it on the Platform.
If the Client provides Wherefrom with any Client Materials for inclusion in the Platform (including information on any promotions or discounts available to Users), the Client shall ensure that such Client Materials are correct and kept up to date, and that all necessary permissions have been obtained to share such Client Materials with Wherefrom.
The Client shall have access to a dashboard to review and control its use of the Platform, including the ability to share the Client’s own Wherefrom company score, and other sharing and distribution tools that Wherefrom may make available from time to time.
Wherefrom shall provide as part of the Platform an email tool which would notify Wherefrom when a User purchases a Product on the Client’s Website, triggering an automated email to the User asking them to review the Client and the purchased Products.
The fees for the use of the Platform are payable upon receipt of an applicable invoice.
If full payment is not received by the due date, Wherefrom may suspend or withhold access to the Platform. Wherefrom reserves the right to charge interest for any late payments at 4% above the prevailing Bank of England base rate.
All prices are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind unless otherwise stated.
The Client shall pay all invoices for the use of the Platform in full, and shall have no right of set off for any liability it may claim to be owed to it by Wherefrom at any time.
No refunds are payable for any fees paid under any circumstances.
Subject to compliance with the terms and conditions of this Agreement, the Client is granted a limited, non-exclusive and revocable license to access and use the Platform for the duration of this Agreement to display brand and product sustainability ratings and reviews for Products advertised on Client’s Website.
The Client shall take all technical steps reasonably notified to it by Wherefrom in order to facilitate integration of the Platform into the Client’s Store.
The Client is solely responsible for the security of usernames and passwords issued to it for access to the Platform.
Wherefrom may revoke or suspend access to the Platform at any time if the Client or any of its staff is in breach of this Agreement or any applicable terms of service, and has failed to comply with Wherefrom’s reasonable request to remedy such breach within a reasonable time period.
The Client shall ensure that each of its staff is aware of and complies with any applicable terms of use of the Platform, and the Client shall remain liable to Wherefrom for any breach of this Agreement by its staff, and any losses or damages that Wherefrom may suffer as a result of any such breach.
The Client agrees that it shall only use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Wherefrom in its sole discretion.
Wherefrom shall respond promptly to all support requests in relation to the Platform.
Wherefrom reserves the right to require the payment of reasonable fees for customisation of the Platform and any non-standard support requests prior to the provision of such support.
Wherefrom and the Client will comply with all applicable requirements of the Data Protection Legislation.
The Client shall ensure that, when sharing any Personal Data with Wherefrom, all such Personal Data shall be correct and up-to-date, and that appropriate permissions and (where appropriate, consents) have been obtained from and notifications given to the relevant Data Subjects concerning the sharing of Personal Data with Wherefrom.
The Client acknowledges that Wherefrom shall be an independent data controller of any Personal Data shared with it by the Client.
Wherefrom takes the security of the Platform and the privacy of its Clients and Users seriously. Wherefrom shall use industry-standard systems and processes to protect the security of the Platform.
The Client agrees that its staff shall not do anything to prejudice the security or privacy of Wherefrom’s systems (and the systems of Wherefrom’s infrastructure providers) or the information on them.
The Client shall not copy, alter, or use the Platform name without the prior written consent of Wherefrom.
The Platform may incorporate software and other proprietary systems and Intellectual Property owned by Wherefrom or which Wherefrom has appropriate authority to use, and the Client agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.
The Client warrants that it shall not infringe on any third-party rights through the use of the Platform.
The Client agrees and accepts that the Platform is the Intellectual Property of Wherefrom and the Client further warrants that by using the Platform the Client and its staff will not:
copy the Platform or the services that it provides for their own commercial purposes; and
directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
All content (with the exception of Client Materials) remains the Intellectual Property of Wherefrom, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by the Client or any other party with respect to the Platform.
Wherefrom hereby indemnifies the Client in relation to any claims, losses, damages and costs that the Client may suffer as a result of any claim that the Client’s use of the Platform in accordance with this Agreement and any instructions provided by Wherefrom to the Client infringes the Intellectual Property Rights of any third party. This indemnity shall not apply to any use of the Platform by the Client or any User otherwise than in accordance with Wherefrom’s reasonable instructions.
The Client hereby grants Wherefrom a licence to all Intellectual Property Rights in the Client Materials, solely for the purposes of incorporating such Client Materials in the Platform as reasonably requested by Wherefrom. Wherefrom shall not use the Client Materials for any reason other than making available the Platform. The Client hereby indemnifies Wherefrom in relation to any claims, losses, damages and costs that Wherefrom may suffer as a result of any claim that Wherefrom’s use of the Client Materials to provide the Platform infringes the Intellectual Property Rights of any third party.
Each party acknowledges and agrees that:
the other party’s Confidential Information is secret, confidential and valuable to the disclosing party (“Discloser”);
it owes an obligation of confidence to the Discloser concerning the Confidential Information;
it must not disclose the Confidential Information to a third party except as permitted in this Agreement;
all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
any actual, suspected, likely or threatened breach of a term of this Agreement; or
any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
Wherefrom warrants that the Platform will conform to all representations and descriptions of functionality and service made available to the Client and that the Platform will be available in accordance with reasonable industry standards, excluding downtime for scheduled and emergency maintenance, which shall be notified in advance to Client wherever possible, and scheduled to minimize disruption to Client’s operations.
Wherefrom warrants that it will use industry standard measures to maintain the security of the Platform as described in this Agreement, and that it will fix defects in the software in a prompt manner.
Except as otherwise provided in this Agreement, the Client acknowledges and agrees that the Platform (including all content, function, and services, and data obtained from the Platform) is provided "as is," without additional warranty of any kind, either express or implied, including any additional warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
Wherefrom does not warrant that the Platform (or the function, content or services made available within it) will be timely, secure, uninterrupted or error free. If the Client is dissatisfied with the Platform, the sole remedy is to discontinue using the Platform.
The Client acknowledges that the Platform is hosted on third party infrastructure, and Wherefrom shall not be liable to Client for any costs, losses, damages, downtime, or other liability arising from the use of or reliance upon such third party infrastructure.
Wherefrom does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Platform. Wherefrom is not a party to any transaction between Clients and Users or any third parties.
Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
THE CLIENT AGREES THAT IT USES THE PLATFORM AT ITS OWN RISK.
THE CLIENT ACKNOWLEDGES THAT WHEREFROM IS NOT RESPONSIBLE FOR THE CONDUCT OR ACTIVITIES OF ANY USER AND THAT WHEREFROM IS NOT LIABLE FOR SUCH UNDER ANY CIRCUMSTANCES.
THE CLIENT AGREES TO INDEMNIFY WHEREFROM FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT WHEREFROM MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE USE BY CLIENT OR ITS STAFF OF THE PLATFORM OR CONDUCT IN CONNECTION WITH THE PLATFORM, INCLUDING ANY BREACH BY THE CLIENT OR ANY OF ITS STAFF OF THIS AGREEMENT AND ANY APPLICABLE DATA PROTECTION LEGISLATION.
EXCEPT AS REQUIRED BY LAW, WHEREFROM’S MAXIMUM LIABILITY TO THE CLIENT OR ANY USER IN RELATION TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID IN THE TWELVE MONTHS PRECEDING THE DATE OF THE LIABILITY ARISING.
IN NO CIRCUMSTANCES WILL WHEREFROM BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, GOODWILL, BARGAIN OR OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR ANY OTHER SIMILAR OR ANALOGOUS LOSS RESULTING FROM THE CLIENT OR ANY USER'S ACCESS TO, OR USE OF, OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WHEREFROM KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, TO BUSINESS INTERRUPTION OF ANY TYPE, WHETHER IN TORT, CONTRACT OR OTHERWISE.
Where a party is in material breach of this Agreement, and has failed to remedy such breach within 28 days of notification by the other party, the other party may terminate this Agreement by giving written notice of termination, which shall become effective 5 working days after the date of the notice.
Either party may terminate this Agreement immediately by notice, if either party: 11.2.1.stops or suspends or threatens to stop or suspend payment of all or a class of its debts; 11.2.2.is insolvent under company law;
has an administrator appointed in respect of it;
has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;
has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or
is subject to any event which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.
Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
Rights and obligations under this Agreement shall survive termination of this Agreement where reasonably required to give commercial effect to such rights and obligations.
If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
specify the obligations and the extent to which it cannot perform those obligations; 12.1.2.fully describe the event of Force Majeure;
estimate the time during which the Force Majeure will continue; and
specify the measures proposed to be adopted to remedy or abate the Force Majeure.
Following a notice of Force Majeure in accordance with clause 12.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party's failure to carry out its obligations under this Agreement.
The term of this Agreement will not be extended by the period of Force Majeure.
This Agreement shall be governed by and construed and enforced in accordance with the laws of England and Wales.
Each Party expressly agrees that exclusive jurisdiction for resolving any claim or dispute between the Client and Wherefrom relating in any way to use of the Platform shall be with the courts of England and Wales.
The Client may not assign or otherwise license or transfer any of its rights and obligations under this Agreement.
Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
The relationship of the parties to this Agreement does not form a joint venture or partnership.
The Client agrees that Wherefrom may reference the Client’s use of the Platform in its promotional materials.
No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
The Wherefrom Breakthrough Score service, and related retailer buying team introduction services on behalf of the Client, comes without guarantee of being introduced or success. Introductions are made at the discretion of Wherefrom. Wherefrom is not responsible for the conduct or activities of parties Wherefrom introduces or otherwise facilitates communications on behalf of the Client.
Any part of this Agreement may be amended by Wherefrom at any time. Any changes to this Agreement which will significantly affect the rights and obligations of the Client will be notified to the Client in advance of such changes taking effect.