Terms & Conditions NCCB
1. Interpretation
1.1 The following definitions apply to this Agreement:
“Agreement” means the Commercial Terms, any Order Forms and these Legal Terms;
“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK;“Business Hours” means any time between 9 am and 6 pm inclusive, local UK time on a Business Day;
“Client” means the client of Springbok specified in the Commercial Terms and/or any Order Form;
“Client Content” means any materials and data provided to Springbok by the Client, including any materials and data inputted into the Software by the Client or a User in use of the Software Services;
“Commercial Terms” means the commercial terms, signed by both Parties, to which these Legal Terms are linked;
“Effective Date” means the date set out in the Commercial Terms;
“Fees” means the fees payable by the Client to Springbok, as specified in the Commercial Terms and/or the Order Form(s);
“Initial Term” means the period set out in the Commercial Terms, as amended by an Order Form (where applicable);
“Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection;
“Legal Terms” means these standard terms and conditions;
“Licence” means the licence granted under clause 4.1;
“Order Form” means any order form agreed and executed by both parties, setting out additional services ordered by the Client;
“Software” means Springbok’s proprietary online software application called the No-code Conversational Chatbot Builder (known as NCCB), associated containers and the Springbok widget;
“Software Services” is as defined in the Commercial Terms and/or any Order Form;
“Software Terms of Use” means the terms of use concerning Users’ rights and obligations in relation to the Software, as made available by Springbok on the Software from time to time;
“User” means the employee, other staff or independent contractor of the Client who may access and use the Software on the Client’s behalf;
“Services” means the Software Services and/or Support Services, as applicable;
“Springbok” means Springbok AI Limited;
“Support Services” means the support services which may be provided by Springbok to the Client pursuant to the Commercial Terms and/or any Order Form;
“Term” means the period from the Effective Date until the date of the termination or expiry of this Agreement in accordance with clause 10.
1.2 Any capitalised terms used but undefined within these Legal Terms shall be treated as they are defined in the Commercial Terms and/or any Order Form, and vice versa.
1.3 If there is any conflict between the terms of this Agreement, the following order of precedence shall apply (from highest to lowest): Order Form(s); Commercial Terms; Legal Terms.
2. Software Services
2.1 In consideration of the payment of the Fees, Springbok will provide the Services during the Term in material accordance with any Service Description or Additional Terms agreed between the parties in the Commercial Terms or any Order Form. Springbok warrants that the Services will be performed with reasonable skill and care.
2.2 The Client will provide Springbok with any information, assistance or access reasonably requested to enable the supply of the Services. The Client will ensure any information it provides to Springbok is accurate and up to date.
2.3 The parties may agree to an expansion or change of the scope of the Services by use of an Order Form. Once executed, the Order Form shall form a part of this Agreement.
2.4 The Client will ensure that its IT systems and settings are compatible for the Software and comply with Springbok’s system requirements as notified by Springbok to the Client from time to time.
2.5 Springbok may change the Software from time to time, provided that such changes do not materially alter or disrupt the Client’s enjoyment of the Services.
3. Users
3.1 The Client’s access to the Software Services will be limited to the Users, who will be allocated a username and password (“Login Information”). The Client will, and will ensure that each User will, keep its password confidential and not share Login Information. Springbok will not be liable for any losses or damage suffered by the Client due to the disclosure of any passwords.
3.2 The Client will not, and will ensure that the Users will not:
3.2.1 use the Software or the Services in a manner that may violate any applicable law or regulation;
3.2.2 except as expressly authorised by Springbok in writing or except as permitted by applicable law, attempt to decompile, disassemble or reverse engineer the Software; or
3.2.3 except as expressly authorised by Springbok in writing or except as permitted by applicable law, attempt to copy, modify, transmit or distribute the Software.
3.3 The Client acknowledges and agrees that Users may be required to accept the applicable Software Terms of Use prior to being able to access the Software Services. The Client will ensure that Users comply with such Software Terms of Use (where this is required at Springbok’s discretion) and any other policies or instructions notified by Springbok to the Client or the Users from time to time.
4. Licence of the Software
4.1 Springbok hereby grants the Client a revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Software Services for the Term and subject to the Usage Restrictions, in accordance with this Agreement and the Commercial Terms and/or an Order Form.
4.2 The Licence is granted to the Client only and not to any subsidiary, sister or holding company of the Client, unless otherwise set out in the Commercial Terms or an Order Form.
4.3 The Client will not use the Software or the Services to build a product or service which competes with the Software, the Services or Springbok.
4.4 The Client will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software or the Services and will notify Springbok promptly in writing of any such unauthorised access or use.
4.5 The Client shall permit Springbok to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that Springbok provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.
5. License of Client Content
5.1 The Client hereby grants Springbok a royalty-free, revocable, non-exclusive, non-transferable and sublicensable licence for the Term to use the Client Content to the extent necessary to provide the Services.
5.2 Unless expressly agreed in the Commercial Terms and/or an Order Form, Springbok will not back up (or restore if it is damaged) the Client Content. Therefore, Client undertakes to back up (and restore if it is damaged) the Client Content as often as would be considered reasonably prudent to limit the risk of any data loss and agrees to take sensible precautions to minimise such loss.
5.3 The Client warrants, represents and undertakes that the Client Content will:
5.3.1 be free from unlawful, threatening, defamatory, racist, inflammatory, obscene and other objectionable material; and
5.3.2 not contain or include any malicious code or virus, or otherwise introduce or permit the introduction of any virus or vulnerability into the Software.
6. Fees and Payment
6.1 The Client will pay the Fees to Springbok.
6.2 All amounts in this Agreement exclude VAT and are payable in pounds sterling.
6.3 Unless otherwise agreed in the Commercial Terms and/or an Order Form, Springbok will invoice the annually, in advance. The Client will pay all invoices within 14 days of the invoice date. Time for payment of Fees is of essence for the Agreement.
6.4 Unless otherwise agreed in the Commercial Terms and/or an Order Form, if the Client’s use of the Software exceeds any Usage Restrictions specified in the Commercial Terms and/or an Order Form, or for any additional services provided subject to the Commercial Terms and/or an Order Form, Springbok may charge additional fees. Client will be invoiced for such usage by Springbok and Client agrees to pay the additional fees within 14 days of the invoice date.
6.5 In addition to any other rights or remedies of Springbok, if the Client fails to make any payments in accordance with this Agreement:
6.5.1 interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgement;
6.5.2 Springbok may immediately suspend, pause or cancel the provision of any Services until the outstanding payments are made; and
6.5.3 Springbok may implement any debt recovery process it sees fit, including engaging third party debt collectors and providing them with sufficient information to pursue the debt. The Client will be responsible for the costs incurred in respect of such debt recovery (including legal fees). Client will be invoiced for such costs and Client agrees to pay these costs.
7. Proprietary Rights
7.1 Springbok and/or its licensors own all Intellectual Property Rights in the Services and Software including, without limitation, any materials the Client downloads, prints, saves or incorporates into other materials (“Springbok-IP”). Springbok does not grant the Client any Intellectual Property Rights in respect of the Springbok-IP unless expressly provided in this Agreement.
7.2 Springbok warrants that the Client’s use of the Services in accordance with this Agreement will not infringe the Intellectual Property Rights (excluding US patents) of any third party.
7.3 The Client and/or its licensors own all Intellectual Property Rights in the Client Content. The Client does not grant Springbok any Intellectual Property Rights in respect of the Client Content or any related content or materials unless expressly provided in this Agreement.
7.4 The Client warrants that Springbok’s use of the Client Content in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party.
8. Confidentiality
8.1 In this clause 8, “Confidential Information” means any information that is clearly labelled or identified as confidential or should reasonably be treated as being confidential including information related to the details of this Agreement and the Services. Confidential Information excludes any information which:
8.1.1 is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality;
8.1.2 was in the receiving party’s lawful possession before the disclosure;
8.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
8.1.4 is independently developed by the receiving party and that independent development can be shown by written evidence; or
8.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
8.2 Each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
8.3 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
8.4 This clause 8 will survive termination of this Agreement for a period of 5 years.
9. Limitation and Liability
9.1 This clause 9 sets out Springbok’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:
9.1.1 arising under or in connection with this Agreement;
9.1.2 in respect of any of Client’s use of the Services (or any part of them); and
9.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
9.2 Except as expressly and specifically provided in this Agreement the Client assumes sole responsibility for its use of the Services, for the results of, or conclusions drawn from, such use.
9.3 The Services are provided “as is” to the fullest extent permissible pursuant to applicable law. Springbok disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services and the Software, their use and the results of such use. Springbok specifically disclaims any warranty in respect of the Services that:
9.3.1 their availability will be uninterrupted or error-free;
9.3.2 that defects will be corrected;
9.3.3 that they or their use comply with applicable laws or third party contractual terms;
9.3.4 that there are no viruses or other harmful components;
9.3.5 that the security methods employed will be sufficient; or
9.3.6 regarding correctness, accuracy, or reliability.
9.4 Nothing in this Agreement excludes the liability of Springbok:
9.4.1 for death or personal injury caused by Springbok’s negligence;
9.4.2 for fraud or fraudulent misrepresentation; or
9.4.3 any statutory liability not capable of limitation.
9.5 Subject to clause 9.4, Springbok shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
9.6 Subject to clause 9.4, Springbok’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the higher of (i) total monies actually received by Springbok from the Client under this Agreement during the 12 months preceding the date on which the claim arose and (ii) £5,000.
9.7 Subject to clause 9.4 but notwithstanding any other provision in this Agreement, Springbok shall have no liability for failure to perform its obligations under this Agreement if it is prevented, hindered or delayed in doing so as a result of a Relief Event. A “Relief Event” shall be a failure (i) of the Client’s or a third party’s systems, and (ii) by the Client, its staff or its contractors (including any existing service providers) to provide any co-operation or materials to Springbok which is reasonably required by Springbok for the proper performance of its obligations under this Agreement.
10. Term and Termination
10.1 This Agreement will commence on the Effective Date and subsist until its expiry or termination in accordance with this clause 10.
10.2 If this Agreement does not auto-renew (as specified in the Commercial Terms), this Agreement will commence on the Effective Date and expire at the end of the Initial Term, unless terminated earlier in accordance with clause 10.4.
10.3 If this Agreement does auto-renew (as specified in the Commercial Terms), unless terminated earlier in accordance with clause 10.4:
10.3.1 this Agreement shall commence on the Effective Date and continue for the Initial Term; and
10.3.2 upon expiration of the Initial Term this Agreement will automatically renew for successive periods each equal to the Initial Term (a “Renewal Term”).
10.4 This Agreement can be terminated by either party:
10.4.1 giving to the other party 90 days’ notice in writing;
10.4.2 if the other party is in material breach of this Agreement, and if remediable, fails to remedy such breach within 30 days of a written request to do so; or
10.4.3 if the other party to the extent permitted by law, ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts; or any equivalent of the aforementioned circumstances occurs in another jurisdiction.
10.5 Any expiry or termination is without prejudice to either party’s accrued rights or remedies.
10.6 On expiry or termination of this Agreement for any reason:
10.6.1 the Licence will immediately terminate; and
10.6.2 the Client immediately destroys or returns to Springbok (at the Springbok’s option) all copies of the Software then in its possession, custody or control; and (ii) within 14 days of the termination date, a director of the Client shall provide an undertaking to the Company confirming that the Customer has complied with its obligations under this clause 10.6.2.
10.6.3 the Client will immediately pay all outstanding Fees due to Springbok.
10.6.4 for the avoidance of doubt, the Client will not be entitled to a refund of Fees on any expiry or termination of this Agreement. Springbok may, in its discretion, choose to offer such a refund to the Client.
10.7 Upon termination the Client shall permit Springbok to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software (or copies thereof) was being kept or used, and have access to any records kept in connection with this Agreement, for the purposes of ensuring that the Customer has complied with this Clause 10.6.2.
10.8 The accrued rights and remedies of the parties, and clauses 1, 3.4, 3.5, 7, 8, 9, 12, 14, 15, 17, 18 and 19, will survive termination of this Agreement for any reason.
11. Force Majeure
11.1 Springbok will not be in breach of this Agreement nor liable for any failure or delay to perform its obligations under this Agreement, if that failure or delay is a result of a Force Majeure Event (whether or not reasonably foreseeable at the time of entering into this Agreement) making it impractical for Springbok to perform its obligations. Force Majeure Event means an event beyond the reasonable control of Springbok including but not limited to strikes; lock-outs, or other industrial disputes (whether involving the workforce of or any other party); internet outages; communications outages; failure of a utility service or transport network; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order or World Health Organisation rule, decision, regulation, guidance, recommendation, or direction; accident; breakdown of plant or machinery; fire; flood; storm; disease; epidemic; pandemic; or default of suppliers or subcontractors.
12. Promotion
12.1 Springbok may refer to the Client (including use of Client’s logos, trade marks and other branding) as its Client on its websites, in its marketing materials and in negotiations with third parties, unless notified otherwise by the Client.
13. Waiver
13.1 A waiver of any right under this Agreement is only effective if it is in writing.
14. Severance
14.1 If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force.
15. Entire Agreement and Changes
15.1 This Agreement constitutes the whole agreement between the parties and supersedes any previous agreement between them.
15.2 This agreement can be amended only by a writing signed by both parties (including with an Order Form).
16. Assignment
16.1 The Client will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Springbok.
17. Third Party Rights
17.1 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
18. Notices
18.1 Any notice required to be given under this Agreement will be in writing and will be delivered by hand, by pre-paid first-class post, by recorded delivery post or by email to the other party at its address or email address set out in the Commercial Terms (or such other address as may have been notified).
18.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received 2 Business Days after posting. A notice delivered by email will be deemed to have been received when it has been sent by the deliverer, except where this is outside of Business Hours in which case it will be deemed to have been received at 9 am on the subsequent Business Day.
19. Governing Law and Jurisdiction
19.1 This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
