Terms and conditions

Definitions

• Effective Date: 11 January 2020
• Subscription Term: an indefinite period commencing on the Effective Date
• Normal Business Hours: 9:00am to 5:30pm UK time, each Business Day
• Documentation: document(s) made available to the Customer by the Supplier online via https://sticky.to or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and instructions for the Services
• Authorised Users: employees, agents and independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by the Customer to use the Services and the Documentation
• Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere
• Sticky Dashboard: the software platform provided by the Supplier
• Services: (i) the provision of one or many Sticky Dashboards to the Customer; and (ii) the ability for the Customer to give access to its Sticky Dashboards to its customers, as more particularly described in the Documentation
• Data Protection Legislation: all applicable data protection and privacy legislation in force in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)
• Applicable Law: (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; Domestic UK Law meaning any law that applies in the UK.
• Stickies: Stickers distributed by the Supplier.

Supplier's obligations

1. The Supplier hereby grants to the Customer a non-exclusive, non-transferable right, with the right to grant sub-licences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term.
2. The Supplier shall provide the Customer with unique log in details to its Sticky Dashboards for the purpose of the Customer using the Services.
3. This Agreement shall not prevent the Supplier from entering into similar agreements with other parties, or from independently developing or licensing documentation or services which are similar to those provided under this Agreement with the exception of exclusive, non-transferable rights to custom features of the Services for a fixed fee.
4. The Supplier undertakes that the Services will be performed with reasonable skill and care in accordance with Good Industry Practice.
5. The undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier. If the Services do not conform with the undertaking, the Supplier will, at its expense, and without prejudice to customer's other rights or remedies, correct any such non-conformance promptly.
6. The Supplier shall make the Services available 24 hours a day, seven days a week, except for:
   1. planned maintenance carried out between 10:00pm to 6:00am UK time with at least 72 hours' advance notice
   2. unscheduled and unannounced maintenance, provided that the Supplier has reasonably endeavoured to avoid such maintenance.
7. The Supplier shall, as part of the Services and at no additional cost to the Customer, provide the Customer with customer support services during Normal Business Hours.

Customer's obligations

1. The Customer shall not knowingly:
   1. store, access or transmit via the Services any material which:
      1. is unlawful, threatening, defamatory, infringing, harassing or racially or ethnically offensive
      2. facilitates illegal activity
      3. depicts sexually explicit images
      4. promotes unlawful violence
      5. is discriminatory based on race, gender, religious belief, sexual orientation, disability; or
      6. is otherwise illegal or causes damage or injury to any person or property
      and the Supplier reserves the right, on no less than 30 days' written notice to the Customer, such notice specifying the specific breach of this clause and requiring it to be remedied within 30 days, to disable the Customer's access to the Services whilst the breach remains un-remedied.
2. The Customer shall not, except as allowed by law and incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
   1. attempt to copy, modify, duplicate or create derivative works from all or any portion of its Sticky Dashboards and/or Documentation in any form or by any means
   2. attempt to de-compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of its Sticky Dashboards
   3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.
3. The Customer shall:
   1. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, if there is any such unauthorised access or use, promptly notify the Supplier
   2. within 30 days of the date of the Supplier's invoice, pay to the Supplier any relevant fees and, if additional Services are purchased by the Customer such fees shall be pro-rated from the date of activation by the Supplier
   3. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time
   4. mark each of its Stickies as "Safe for Kids" on its Sticky Dashboards if the Supplier assumes the use case for the Stickies is targeted at children.

Data protection

1. The Supplier is registered with the Information Commissioner’s Office (ICO), number ZA793096.
2. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
3. The Supplier may access any data which the Customer uploads to its Sticky Dashboards but shall have no ownership right in the data or be able to modify it in whole or in part in any way.
4. Both parties will comply with all applicable requirements of the Data Protection Legislation. The parties acknowledge that:
   1. if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the controller and the Supplier is the processor
   2. the personal data may not be transferred or stored outside the UK or the countries where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Agreement
   3. The Supplier shall not change the location of its data centres used to provide the Services without the Customer's prior written consent.
5. The Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement:
   1. process that personal data only on the instructions of the Customer unless the Supplier is required by Applicable Law
   2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless it has obtained the Customer's prior written consent to do so and the following conditions are fulfilled:
      1. the Customer has implemented appropriate safeguards within their obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred
      2. the data subject has enforceable rights and effective legal remedies
      3. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data
   3. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with authorities or regulators
   4. notify the Customer without undue delay and in any event within 24 hours on becoming aware of a personal data breach
   5. at the written direction of the Customer, delete or return personal data to the Customer on termination of the Agreement unless the Supplier is required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use)
   6. maintain complete and accurate records to demonstrate its compliance and allow by instruction for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
6. The Customer consents to the Supplier appointing Google, DigitalOcean, Stripe, Cardstream and Cashflows as third-party processors of personal data under this Agreement. The Supplier confirms that it has entered with the third-party processor into a written Agreement incorporating terms which are substantially similar to those set out in this Agreement and in either case which the Supplier undertakes to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Agreement.
7. The parties may, on written Agreement between the parties, revise this Agreement by replacing third-party processors (which shall apply when replaced by attachment to this Agreement).
8. The Supplier warrants and undertakes that:
   1. it will not collect, store or process personal data (as defined in the UK Data Protection Legislation) belonging to children who access Stickies marked as "Safe for Kids" on its Sticky Dashboards
   2. it will not set cookies which track a child whilst the child uses Stickies marked as "Safe for Kids"
   3. the Services are ISO/IEC 27001 accredited and the Services shall maintain such accreditation(s) throughout the term of this Agreement.

Cancellation

1. The Customer can cancel at any time through its Sticky Dashboard.
2. Billing is calculated pro-rata on a daily basis. After cancelling, the Customer will be liable for usage up to and including the day of cancellation.
3. Stickies will cease to function from the moment of cancellation.