Runagood® Business Centre Terms and Conditions

 

Background

(A)              Runagood® has developed and operates certain business analysis software on a software as a service basis.

(B)              Business Centre wishes to be appointed as a Runagood® Business Centre to to promote the sale and delivery of Runagood® software to its business clients and provide associated support services such that the number of clients using Runagood® software and the volume of sales to them increases. 

(C)              This Agreement sets out the terms and conditions upon which the parties have agreed to appoint the Business Centre as a Runagood® Business Centre.

Agreed terms

1.                 Interpretation

1.1                The definitions and rules of interpretation in this clause apply in this Agreement.

“Brand Guidelines”

means the Runagood® brand guidelines issued from time to time;

“Business Centre”

means the entity named as such in the Registration;

"Business Day"

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Initial Term”

the minimum initial term of this Agreement as specified in the Registration;

"Intellectual Property Rights"

patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Method(s)”;

means business advice available to purchase on the Website

“Products”

means the Software, Templates and/or Methods, whether individually or in combination, including all intellectual property rights therein.

“Registration”

means Business Centre’s registration as a Runagood® Business Centre completed on the Website;

“Registered Client”

means a Business Centre’s client that the Business Centre registers to use the Products and Services;

"Results"

means the results (in whatever media) that are created as a result of Business Centre and/or Registered Clients using the Software or Services including all data and reports;

Runagood

means RUNAGOOD.COM Limited a company incorporated and registered in England and Wales with company number 07463039 whose registered office is at 3B, Shirland Mews, London, W9 3DY;

“Runagood®User Agreement”

means Runagood’s terms that govern the use of the Runagood® Products and Services y Registered Users as the same are published on the Website from time to time;

“Services”

means the business implementation services, namely, advising, mentoring, coaching, training, consultancy, project management and other incidental business and financial services specified by the Runagood® and provided to the Business Centre and clients whether accessed through the Website or otherwise;

"Software"

means the business and finance diagnostic, forecasting and planning software to be made available to the Business Centre, including, but not limited to the:

(a)       Business Dashboard® and Forecast tools and incorporating the following products:

(b)       Business Valuations

(c)        Business Health Assessments

(d)       Business Methods

(e)        Business Forecast

(f)        Business Plan

(g)       Business Document Templates and Examples;

“Template(s)”and “Example(s)”

means a business document available on the Website;

1.2               Unless the context otherwise requires:

1.2.1           the singular includes the plural and vice versa;

1.2.2          references to clauses mean to clauses in these terms;

1.2.3          references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

1.2.4          the words 'including' or 'includes' means including or includes without limitation.

1.3                A reference to writing or written includes e-mail.

2.                Construction

2.1               By completing the Registration the Business Centre agrees to be bound by the terms set out in this Agreement. This Agreement shall only become binding on Runagood® when Runagood® confirms acceptance of the Business Centre’s Registration.

2.2              Unless specified otherwise, this Agreement incorporates the Runagood® Website Terms and Runagood® User Agreement provided that to the extent of any inconsistency the terms will apply. 

3.                 Access to Products and Services

3.1               The Business Centre may purchase Products and Services for use and resale to Registered Clients.

3.2              Use of the Products and Services by the Business Centre whether for its own business purposes or for clients shall be subject to the Business Centre’s acceptance of the Runagood® User Agreement.

3.3              Use of the Products and Services by Registered Clients directly shall be subject to each Registered User agreeing to be bound by the terms of the Runagood® User Agreement.

4.                Proprietary Rights

4.1               Runagood® shall remain the sole and exclusive owner of all Intellectual Property Rights in the Goods and Services and the Business Centre’s use of the same shall be governed by the Runagood® User Agreement.  

4.2              Business Centre is granted a licence to use certain of Runagood®’s brands and trademarks in accordance with the Brand Guidelines for the sole purpose of marketing and using the Products and Services during the term of this Agreement.

5.                 Commencement and duration

5.1               This Agreement shall commence on the date of Runagood®’s acceptance of the Business Centre’s Registration and shall continue for the Initial Term, unless earlier terminated in accordance with this Agreement.

6.                 Obligations of Business Centre

6.1              Business Centre shall during the term of this Agreement:

6.1.1          Use its reasonable endeavours to promote the Products and Services;

6.1.2          Appoint an individual as the Business Centre representative for Runagood® and ensure that such representative attends such training in respect of the Goods and Services as Runagood® may specify from time to time. Business Centre shall promptly notify Runagood® of any changes to its appointed representative;

6.1.3          not provide any information, or make any representation, relating to the Products or Services, unless that information or representation is approved in writing by Runagood® for use in those circumstances; and

6.1.4          Provide appropriate training and supervision for all Business Centre staff using the Products and Services as specified by Runagood® from time to time.

6.2              Business Centre shall not during the term of this Agreement promote or supply any products or services that compete with the Products or Services

7.                 Invoicing and payment

7.1              Business Centre shall pay Runagood® the initial registration fee, monthly account management fees and such other fees as are specified on the Website at Registration. The initial registration fee is payable on Registration together with the first month’s account management fee. Each subsequent monthly fee is payable on the same day of each following month for the term of this Agreement by direct debit or such other regular payment method as Runagood® may specify from time to time.

7.2              Business Centre shall be able to purchase from Runagood® during the term of this Agreement Products and Services for its Registered Users at the Business Centre rates specified on the Website from time to time.

8.                Confidentiality

8.1               Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together its Representatives) to the other party and that party's Representatives whether before or after the date of this Agreement in connection with the Project, including information which:

8.1.1           would be regarded as confidential by a reasonable business person, relating to:

8.1.1.1       the business, assets, affairs, customers, clients, suppliers, of the disclosing party; and

8.1.1.2      the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party);

8.2              The provisions of this clause shall not apply to any Confidential Information that:

8.2.1          is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); or

8.2.2         was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or

8.2.3         was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

8.2.4         is used by Runagood for research purposes to improve the Products and Services and to publish such financial data and/or results in an anonymised and aggregated format.

8.3              Each party shall keep the other party's Confidential Information confidential and shall not:

8.3.1          use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement in relation to the Project (Permitted Purpose); or

8.3.2         disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

8.4              A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

8.4.1          it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

8.4.2         it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement,

and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause.

8.5              A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

8.6              Runagood shall be entitled to use any information, including Confidential Information, input during the use of the Products and Services by or on behalf of the Business Centre or Registered Users for research purposes,  to improve and develop the Products and Services and to publish financial data and/or results in an anonymised and aggregated format.

8.7              Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.

8.8              The provisions of this clause 8 shall continue to apply after termination of this Agreement in accordance with clause 10.4.

9.                Limitation and exclusion of liability

9.1               Nothing in this Agreement shall limit or exclude Runagood's liability:

9.1.1           for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

9.1.2          for fraud or fraudulent misrepresentation;

9.1.3          for any other act, omission, or liability which may not be limited or excluded by law.

9.2              Subject to clause 9.1, Runagood shall not have any liability to the Business Centre, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the agreement.

9.3              Subject to clause 9.1, Runagood’s total liability to the Business Centre, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to a total aggregate sum equal to the sums paid by the Business Centre to Runagood in the previous 12 months.

9.4              The parties expressly agree that if any limitation or provision contained or expressly referred to in this clause 9 is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted in accordance with clause 15.

10.             Termination of agreement

10.1            Either side can terminate this Agreement on 90 days’ written notice to the other without reason at any time after expiry of the Initial Term.

10.2           In the event that Business Centre breaches any of its obligations under this Agreement which it fails to rectify to Runagood’s satisfaction within 20 Business Days of notice of such breach; or infringes Runagood®’s Intellectual Property Rights; or breaches the Runagood® User Agreement, Runagood® may at any time in writing terminate this Agreement with immediate effect by written notice to the Business Centre

10.3           On termination of this Agreement for any reason:

10.3.1      All rights to use the Products and Services by the Business Centre and its Registered Users shall immediately cease;

10.3.2      the Business Centre shall cease all use of Runagood’s Intellectual Property Rights including but not limited to Runagood’s trade marks and business names;

10.3.3      the Business Centre shall cease to promote, market or advertise itself as a Runagood Business Centre or in any other way as connected to Runagood;

10.3.4      the Business Centre shall immediately pay all sums due to Runagood®; and

10.3.5      Runagood or any other Runagood Business Centre shall be entitled to offer the Products and Services to the Business Centre’s Registered Users directly.

10.4           Termination pursuant to clause 10.1 for any reason shall be without prejudice to the rights and liabilities of either party which may have accrued on or at any time up to the date of termination.

10.5            Notwithstanding termination of this Agreement the provisions of the following clauses shall survive termination: 1, 4, 8, 9, 11, 15, 17, 18, 19, 20 and any other term that expressly or impliedly survives such termination.

11.               Force majeure

If Runagood® is delayed or prevented from performing its obligations under this Agreement due to an event or several events beyond its reasonable control, it will not be liable to Business Centre in any way, provided that Runagood® promptly notify Business Centre of the event and its expected duration and use reasonable endeavours to minimise the effects of that event. If such event continues for 3 months, Business Centre may terminate this Agreement on 30 days written notice to Runagood®.

12.              Assignment and other dealings

12.1           Business Centre shall not be entitled to assign or sub-licence to any third party any of its rights or obligations without the prior written consent of Runagood® other than as provided in this Agreement.

12.2           Runagood® shall be entitled to assign or sub-contract its rights and obligations to any person, but shall give notice of such assignment or sub-contracting in writing to Business Centre.

13.              Variation

13.1            No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.              Notices

14.1            Notices will be in writing and sent to Runagood® at 3B, Shirland Mews, London, W9 3DY and to Business Centre at the address specified in Business Centre’s Registration. They may be given, and will be deemed received:

14.2            by first-class post: two Business Days after posting;

14.3            by airmail: seven Business Days after posting;

14.4            by hand: on delivery;

14.5            by email: on receipt of a delivery mail from the correct address. Runagood®’s email address is info@runagood.com

15.              Severance

15.1             If any term or provision is held illegal or unenforceable, the validity or enforceability of the remainder of the terms shall not be affected.

16.              No partnership or agency

16.1            Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.2            Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17.              Waiver

17.1             Unless otherwise agreed in writing, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

18.              Third party rights

18.1            A person who is not a party to this Agreement has no right to benefit or to enforce any of these terms.

19.              Entire agreement

19.1            This Agreement and the documents referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

19.2            Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

20.             Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the exclusive jurisdiction of the courts of England and Wales.

This Agreement has been entered into on the date stated at the beginning of it.