Launch Interactions Ltd
Terms of service
1. about us
1.1 These terms of service govern you and your affiliates use of the products and services made available to you by launch interactions ltd. You agree that by confirming your acceptance of our quote, which makes reference to these terms, these terms become part of the agreement. Any other terms and conditions are explicitly excluded from this agreement and shall not be binding on us in any way.
1.2 Company details. Launch Interactions Ltd (company number 10835255) (we and us) is a company registered in England and Wales and our registered office is at Bosuns Hatch, Kingstag, Sturmintsernewton, DT10 2AZ. Our main trading address is Unit 5, Kingsmead Business Park, Gillingham, Dorset, SP8 5FB. Our VAT number is 272945965. We operate the website www.launchinteractions.com.
1.3 Contacting us. To contact us please follow the links on our website to take you to the ‘contact us’ page and use the form on this page. How to give us formal notice of any matter under the Contract is set out in clause 19.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (“Terms”) apply to the order by you and supply of Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. To engage us for our services (“Services”), please contact us with details of your requirements. We may require further information from you in order to provide you with an accurate quote for our Services. Each quote is an offer for our Services subject to these Terms (“Quote”). Each Quote will contain details of the features you require, the scope of our service to you, details of our charges for our Services and our Terms. We will also make you aware of the terms of service for our partners who are our product and platform providers (“Platform”) and any other terms that are relevant to the provision of our Services. You are responsible for ensuring that the information you provide to us to generate your Quote is accurate in all material respects (your “Order”). We reserve the right to amend our Quote in the event that the initial information provided by you is inaccurate, incorrect or materially different to your actual requirements.
3.2 Acceptance of our quote. If you accept our Quote and would like to proceed with the Services, please contact us to let us know. It is at this point that the contract between you and us will come into existence. The Contract will relate only to those Services set out in our Quote. Following acceptance of our Quote, the Platform and the Product (as defined below) will be launched within 48 hours of your acceptance or in line with the timescales agreed with you (if different).
3.3 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4. Cancelling your order
4.1 Except in the event of a breach of contract in which case the provisions of clause 16 shall apply, once a Quote has been accepted the Contract cannot be cancelled. If for any reason you do not require the Services after the Contract has come into existence please contact us to let us know. We do not provide refunds where the Contract has already commenced, however in very limited circumstances and at our absolute discretion, we may offers credits to use our Services at a later date.
4.2 In the event of a situation arising as set out in clause 4.1, you can either email us at firstname.lastname@example.org, contact us on 02039 502189, or write to us at Unit 5, Kingsmead Business Park, Gillingham, Dorset, SP8 5FB.
4.3 If you are emailing us or writing to us please include details of your Order to help us to identify it.
5. Our services
5.2 We also provide live engagement event app services providing attendees of our clients’ Events a single interface for attendees to learn, connect, interact and share throughout the duration of an Event. We also offer around the clock customer service and training for the use of our web-based services and applications so that you, as our client, get the most out of our services.
5.3 All Services offered by us will be carried out with all reasonable care and skill. All of our contracts are business to business only and we do not sell or market our Services directly to individual consumers.
5.4 The Services that we have agreed to provide you with will be set out in our original Quote together with an outline of the product, our Terms, and the terms of service for the software that will be used for the product. We reserve the right to amend the specification of our Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.
5.5 The terms of service of various software providers that we use can be found at the following web-addresses:
5.5.1 DoubleDutch E.U: https://doubledutch.me/eula
5.5.2 DoubleDutch U.S: https://doubledutch.me.terms-of-service
5.5.3 Cvent: https//www.cvent.com/en/product-terms-of-use
5.5.4 EventMobi: htpps://www.eventmobi.com/privacy-policy/
5.5.5 Slido: https://sli.do/terms
5.6 We may extend or amend our software providers and partners that we work with from time to time. As well as our Terms, we will include the terms of service of the partners that we work with in providing our Services to you in our Quote and invoice.
6. Your obligations
6.1 It is your responsibility to ensure that:
6.1.1 the terms of your Order are complete and accurate;
6.1.2 you co-operate with us in all matters relating to the Services;
6.1.3 you provide us, our employees, agents, consultants and subcontractors, with all details of the event and the attendees or expected attendees that we may reasonably require for us to perform the services for you;
6.1.4 you provide us with such information and materials that we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
6.1.5 if applicable, you will be responsible for preparing the premises at which the Event shall take place and for the provisions of technical training in relation to the services we will provide;
6.1.6 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.7 you comply with all applicable laws, including health and safety laws;
6.1.8 you shall keep all of our materials, equipment, documents and other property (Our Materials) that we may supply to you in relation to the provisions of the Services at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (“Your Default”):
6.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 16 (Termination);
6.2.2 we 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
6.2.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. software issues and maintenance
7.1 In the event that you experience issues with the software, this must be notified to your designated account manager in writing within 24 hours of becoming aware of the issue. Once we have been notified, the issue will be notified to our engineering team who will work to resolve the issue for you.
7.2 In the event of a software issue, we will endeavour to respond to your notification within the following timescales:
7.2.1 Critical issues – response time of 1 hour;
7.2.2 Non-critical issues – we will respond within 24 hours.
7.3 All non-critical issues should be notified to email@example.com. Whilst we will do all we can to respond to you within the stated timescales, a resolution of the issue cannot be guaranteed and will depend on the complexity of the issue.
8. Support Services
8.1 We offer onsite support and managed services at an additional cost (‘Additional Services’). If these Additional Services are required we will include the cost of these services in our Quote. The cost of our Additional Services do not include expenses such as travel, accommodation, food and drink and any other expense incurred for the duration of the onsite support. These expenses will be charged separately to our invoice for the Services. In accepting our Quote, you agree that our Terms will prevail over any expense policy within your organisation.
8.2 Where you require your content and design to be uploaded to the platform (‘Managed Services’), we will not proofread the content that you provide to us and we will not be responsible for any spelling mistakes, grammatical errors or design flaws. When accepting our Quote for Managed Services, you accept that any content you send us is correct and accurate and that any design is your final design.
8.3 We operate a self-service support facility offering access to support services to assist you in using our Services when you chose ‘SelfServe’ with Launch Interaction Support. Our support lines are between the hours of 9am and 6pm. If support is required outside of these times, this will be provided by the platform provider who will offer a 24/7 support service. We work closely with our partners and platform providers to combine our support offering.
9.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 9.
9.2 Our pricing information is available on request and the
Charges for our Services are calculated based on your requirements and the service level you choose.
9.3 If you wish to change the scope of the Services after we accept your Order, a request should be made via email to your allocated account manager. Any changes may have an impact on the original Quote we provided and the subsequent Charges to you. In the event that the modifications affect the original Quote we will modify our original Quote accordingly.
9.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 9.7 for what happens if we discover an error in the price of the Services you ordered.
9.5 Our Charges are reviewed every three months and we expressly reserve the right to increase our Charges at any time. Any increase will not affect any Contract that is already in existence at the time of the increase taking effect.
9.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges. Details of the VAT payable on our Services will be set out in our invoice.
9.7 It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and the correct price which will be payable for the Services. In the event that the Contract has not yet come into existence, we will not process your order until we have your instructions. In the event that the error comes to light after the Contract with you has come into existence, the correct price will be payable.
10. How to pay
10.1 As soon as our Quote has been accepted by you we will launch the Platform and the Product within 48 hours of your acceptance or in line with the timescales agreed with you (if different).
10.2 Once the Platform and Product has been launched, we will provide you with an invoice for the agreed Services together with our Terms and the applicable Terms for any software provider.
10.3 Payment of our invoice must be settled within 7 days of the date thereon.
10.4 In the event of late payment by you of any sum due to us in respect of the provision of our Services on the due date, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.4 will be compounded and will accrue each day at a rate of 1.5% a year above the Bank of England’s base rate from time to time, but at 1.5% a year for any period when that base rate is below 0%.
10.5 We reserve the right to suspend all or part of the Services until payment has been made in full, together with any interest that has accrued.
If a problem arises or you are dissatisfied with the Services, please email us at firstname.lastname@example.org.
12. Intellectual property rights
12.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
12.2 Subject to the terms and conditions of this agreement, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence during the term of the Contract to use the platform through which the event registration Services will be provided and/or to use the intellectual property in our event app services (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 12.2.
12.3 If applicable, you agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the duration of the Contract to use, reproduce, perform, display, distribute and modify any of your copy righted material, data, information and other content and all content consisting of branded graphics, provided by you, to us solely for your benefit in connection with the provision of the Services for the term of the Contract. Your licenced intellectual property is and shall remain your exclusive property.
12.4 If you obtain any ownership rights in or to any of our intellectual property or any other work product resulting from our performance of the Contract under these Terms, you hereby irrevocably and unconditionally (i) assign all such right, title, and interest to us; (ii) waive any enforcement of any such ownership rights you may have against us; (iii) grant us an unlimited, irrevocable, worldwide, exclusive, transferable, fully paid, royalty free, non-assessable licence to such ownership rights; and (iv) covenant and agree that in the event any moral rights exist that cannot be assigned to us, you, to the maximum extent permitted by law, shall not exercise such moral rights in any way that might interfere with our economic exploitation of such material or which might inhibit us from modifying the material in any manner in which we see fit.
12.5 By accepting these Terms, you confirm that you own the intellectual property rights or have an explicit licence to use all content that you upload to the Platform and applications. We will not be liable for any infringement of any third party intellectual property rights that may arise as a result of content uploaded to the Platform and applications by you.
13. How we may use your personal information
13.1 We will use any personal information you provide to us to:
13.1.1 provide the Services;
13.1.2 process your payment for the Services; and
13.1.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
14. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £5 million per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
14.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
14.2.1 death or personal injury caused by negligence;
14.2.2 fraud or fraudulent misrepresentation; and
14.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.3 Subject to clause 14.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.3.1 loss of profits;
14.3.2 loss of sales or business;
14.3.3 loss of agreements or contracts;
14.3.4 loss of anticipated savings;
14.3.5 loss of use or corruption of software, data or information;
14.3.6 loss of or damage to goodwill; and
14.3.7 any indirect or consequential loss.
14.4 Subject to clause 14.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
14.5 We have given commitments as to compliance of the Services with the relevant specification in clause 5.4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.6 This clause 14 will survive termination of the Contract.
15.1 Upon engaging us for our Services, you undertake with us that you will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2 We each may disclose the other’s confidential information:
15.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
16.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
16.1.1 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
16.1.2 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
16.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
16.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
16.1.7 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
16.1.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
16.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.3 to clause 16.1.9 (inclusive); or
16.1.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16.2 For the purposes of clause 16.1.1, “material breach” means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
16.3 Without affecting any other right or remedy available to it, we may terminate this agreement with immediate effect by giving written notice to you if:
16.3.1 you fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
16.3.2 you are subject to a change of control.
16.4 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
16.5 On termination of the contract, you shall immediately pay all outstanding invoices and interest.
16.6 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
17. Events outside our control
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
17.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
17.2.1 we will contact you as soon as reasonably possible to notify you; and
17.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
19. Communications between us
19.1 When we refer to “in writing” in these Terms, this includes email.
19.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
19.3 A notice or other communication is deemed to have been received:
19.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
19.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
19.3.3 if sent by email, at 9.00 the next working day after transmission.
19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
19.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
21. Assignment and transfer.
21.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
21.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
21.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
21.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
21.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
21.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Launch Interactions Ltd