Terms & Conditions For The Supply Of Services

Interpretation

The definitions and rules of interpretation in this clause apply in these terms and conditions.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00am to 6.00pm (UK time) on any Business Day.
Contract: the Customer's purchase order and the acceptance of it by the Supplier under condition 3 or by Paddle under the Paddle Terms.
Customer (you): the person, firm or company who purchases Services from the Supplier and/or Paddle.
Deliverables: all products and materials developed by the Supplier in relation to the Services in any media.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Paddle: means:
(a) in relation to Customers based in the United States: Paddle.com Inc whose office is at 3811 Ditmars Blvd#1071 Astoria NY 11105-1803; and
(b) in relation to Customers based in the rest of the world: Paddle Payments Limited a company incorporated in Ireland (Company number 572448) whose registered office is at Limerick House, Limerick Lane, Newbridge, Kildare, Ireland.
Paddle Terms: the terms set out in https://paddle.com/legal-buyers/ (or such other URL that Paddle may provide from time to time).
Subscription Plan: the plan selected by the Customer in his purchase order, as set out on the Sign-up page at the time of his purchase order (or in accordance with the Paddle Terms), setting out the Services to be provided by the Supplier and/or Paddle (as well as the price and periodic basis for payment) in accordance with the Contract.
Services: the services to be provided by the Supplier under the Contract, as described in further detail (where relevant) in the Schedule(s).
Supplier (we or us): Open Exchange Rates (UK) Limited registered in England under company number 10516590 and with registered office at 5 Luke Street, London, England EC2A 4PX.

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to writing or written includes faxes and e-mail.

You must be a business customer

You are only able to enter into the Contract if you are a business customer. You warrant that you are buying the services wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

Application Of Terms And Conditions

These terms and conditions shall apply to and be incorporated in the Contract.

No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

The Services supplied under this Contract shall continue to be supplied unless this Contract is terminated by one of the parties giving to the other not less than 30 days’ notice, unless this Contract is terminated in accordance with condition 7.4 or condition 11.1.

Effect Of Purchase Order

Supplier's Obligations

The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance with the Subscription Plan in all material respects.

Customer's Obligations

The Customer shall:

(a)   co-operate with the Supplier in all matters relating to the Services; and
(b)   provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects.

Charges And Payment

The total price for the Services shall be the amount set out in the Subscription Plan and shall be paid to the Supplier or Paddle as appropriate (without deduction or set-off) in cleared funds in advance on the periodic basis set out in the Subscription Plan.

The Customer shall make the first payment on the date of the purchase order and thereafter on the first day of each period. For the avoidance of doubt, if the relevant calendar month in which a period expires is too short to provide a corresponding date, the next period starts on the last day of that month.

Time for payment shall be of the essence of the Contract.

Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier or Paddle (as appropriate) on the due date the Supplier may:

(a)   suspend all Services until payment has been made in full; or
(b)   terminate the Contract with immediate effect.

All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier or Paddle against any liability of the Supplier to the Customer.

Intellectual Property Rights

All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Supplier and/or its licensors. The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services in accordance with the Supplier’s Terms and Conditions of Website Use and Acceptable Use Policy. If the Contract is terminated (whether under condition 3.3, 7.4 or 11.1), this licence will automatically terminate.

Data Protection

We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your personal data, as set out in our Privacy Policy (as amended from time to time).

Limitation Of Liability

The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents, licensors and sub-contractors) to the Customer in respect of:

(a)   any breach of the Contract howsoever arising;
(b)   any use made by the Customer of the Services, the Deliverables or any part of them; and
(c)   any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

Nothing in these terms and conditions excludes the liability of the Supplier:

(a)   for death or personal injury caused by the Supplier's negligence; or
(b)   for fraud or fraudulent misrepresentation.

Subject to condition 10.2 and condition 10.3:

(a)   the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

     (i)   loss of profits; or
     (ii)   loss of business; or
     (iii)   depletion of goodwill or similar losses; or
     (iv)   loss of anticipated savings; or
     (v)   loss of goods; or
     (vi)   loss of contract; or
     (vii)   loss of use; or
     (viii)   loss or corruption of data or information; or
     (ix)   any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b)   the Supplier's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

Termination

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a)   the other party commits a material breach of the Contract or of the Supplier’s Terms and Conditions of Website Use or of the Supplier’s Acceptable Use Policy or of the Paddle Terms; or
(b)   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), 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
(c)   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; or
(d)   the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(e)   the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.

Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

Force Majeure

The Supplier shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Waiver

A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

Severance

If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Entire Agreement

Each of the parties acknowledges and agrees that in entering into the Contract and the documents referred to in it or annexed to it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract or those documents.

Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.

Assignment

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

No Partnership Or Agency

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third Party Rights

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

Notices

Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Contract or such other email address as may have been notified by that party for such purposes.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A correctly addressed notice sent by email shall be deemed to have been received at the time of transmission.

Governing Law And Jurisdiction

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).