Terms of Service
Version 2.4 August 2021
This is a binding contract. Please read it carefully before using oboloo
These Terms of Service (the “Terms”) are an important contract between oboloo LTD and you:
- If you are opening a oboloo account or including this Agreement by reference in a purchase order, this contract is between oboloo and your organisation. You represent that you have the authority to bind your organisation to this agreement.
- If you are an individual oboloo user, this Agreement is between you and oboloo.
oboloo has several policies (the “Policies“) that form part of these Terms:
1. Acceptable Use Policy – https://oboloo.com/acceptable-use-policy/
2. Privacy Policy – https://oboloo.com/privacy-cookies-policy/
The “Agreement” refers to these Terms and the Policies together.
The general idea of this Agreement is that we grant you a licence to use the Services, and in return you pay us and agree to abide by our terms and policies. Your failure to abide by your obligations under these policies constitutes grounds for suspension or termination of your account and revocation of your access to the Services.
In this Agreement:
- “oboloo,” “we,” and “us” means OBOLOO LTD.
- The “Services” means the oboloo services, including oboloo and any other platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, and other services we provide.
- Section 19 contains more defined terms.
Summary
You acknowledge and agree that, as provided in greater detail in this Agreement:
- The Services are licenced, not sold to you, and that you may use the Services only as set forth in this Agreement;
- The Services are provided “as is” without warranties of any kind, and oboloo’s liability to you is limited;
- You are solely responsible for protecting the privacy and legal rights of your End Users
This Agreement takes effect when you as the End User or another End User within your organisation create an oboloo account.
1. Eligibility
By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organisation, or company, you represent and warrant that you have the authority to bind that organisation to this Agreement and you agree to be bound by this Agreement on behalf of that organisation. oboloo may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.
2. Your Account and Use of the Services
To access the Services, you must create an oboloo user account. You may also need to create an oboloo organisation account, if one does not exist already.
When you register for the accounts, you may be required to provide us with some information about yourself, such as your phone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate at all times. You are responsible for all activities that occur under your accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You may create additional user accounts for users within your organisation
Each oboloo user account is protected by credentials. You are responsible for maintaining the security of your credentials. oboloo and our affiliates are not responsible for unauthorised access to your account, except to the extent caused by our breach of this Agreement.
If you do not abide by your obligations, or if you violate our Acceptable Use Policy, we may determine your account to be not in good standing and may take Remedial Action pursuant to Section 5.
You may terminate your account and this Agreement at any time in accordance with Section 9.
A. Your obligations.
Your obligations include, but are not limited to, the following:
1. Your use of the Services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software.
2. You will provide us with true and accurate information and responses in connection with your use of the Services.
3. You will contact us immediately if you believe an unauthorised third party may be using your account or if your account information is lost or stolen.
4. You will not attempt to gain access to oboloo’s internal administrative tools.
5. You will not attempt to disrupt the Services.
6. You will abide by all the policies.
7. You will remit payment timely for the Services.
B. Unauthorised uses.
You will not violate and will not allow third parties under your control to violate, our Acceptable Use Policy or other policies.
3. Privacy
A. Your privacy. Please read our Privacy Policy.
B. Your users’ privacy. You are responsible for protecting the privacy and legal rights of your End Users. Your obligations include but are not limited to:
1. Properly configuring the oboloo Services, including your oboloo Services, to protect your users’ information;
2. Configuring and enforcing user access policies and permissions for the oboloo Services, including your oboloo Services; and
3. Providing legally adequate privacy notices for your users and informing them that their information may be available to oboloo and/or our affiliates under certain circumstances, pursuant to our Privacy Policy.
4. Fees and Charges
1. Payments and pricing. You incur fees and charges based on your number of licences, use of the Services and any agreed upon customisations. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason.
Late payments may bear interest under the Late Payment of Commercial Debts (Interest) Act 1998 (United Kingdom). Charges are exclusive of taxes. You are responsible for paying all reasonable expenses and legal fees we incur collecting late payments. We reserve the right to discontinue the provision of the Services to you for any late payments.
Fees are based on the number of licences that you hold under your subscription. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, except where we are in breach of this Agreement or we seek to terminate the services early for convenience (when a full refund will be provided), refunds (if any) are at our discretion and only in the form of credit for the Services. Nothing in this Agreement obligates oboloo to extend credit to any party.
2. Taxes. You are responsible for paying all taxes and government charges and will pay us for the Services without any reduction. In the event that oboloo is obligated to collect or pay taxes, those taxes will be invoiced to you (if they are not collected during checkout), unless you provide us with a timely and valid tax exemption certificate issued by the appropriate authority for each jurisdiction in which you claim exempt status.
If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
5. Suspension, Removal, and Remedial Action
We reserve the right to take Remedial Action (under clause 5A, 5B, and 5C below) and suspend your account, suspend your access or your End Users’ access to the Services, and/or suspend or remove an Application or oboloo Service with prior written notice (or without prior notice as set forth under section B below) in the event you breach a material term of the Agreement for which your continued use of the Application, account, or oboloo Service reasonably constitute a risk for oboloo or other users. Our right to take Remedial Action is in addition to our right to terminate this Agreement pursuant to Section 9.
A. Your obligations. If you become aware that any Application or End User’s use of an Application or data violates the Acceptable Use Policy, you will immediately suspend access to that End User. If you fail to remedy the violation on your own, we will make a specific request that you do so. If you do not remedy the violation within the time period specified in our request (in no case later than 24 hours), we may take Remedial Action.
We reserve the right to take Remedial Action if you are in breach of this Agreement, including if you are delinquent on your payment obligations by more than 30 days.
B. Our obligations. We will always try to resolve Acceptable Use issues within a mutually acceptable timeframe. We reserve the right to take unilateral Remedial Action at any time, however, to enforce our policies and ensure the safety and security of our customers and their users. If we take Remedial Action without prior notice, we will provide the reason to you as soon as is practically possible.
C. Effect of Remedial Action. If we take Remedial Action:
1. You remain responsible for all fees and charges you have incurred through the date of the Remedial Action;
2. You remain responsible for any applicable fees and charges for any Services to which you continue to have access;
3. You will not be entitled to any credits for any period of suspension.
6. Intellectual Property
A. Content. oboloo owns all Content and data within the oboloo Services and software excluding any in-system supplier or contract management documents uploaded by any End User or Supplier, which are owned by you, the Client. Your Content constitutes Confidential Information.
oboloo responds to notices of alleged copyright infringement and terminates accounts of repeat infringers.
B. Proprietary rights. In general, this Agreement does not grant any rights, implied or otherwise, to oboloo Content, data or any of the other’s intellectual property. As between the parties, oboloo owns all intellectual property rights in the oboloo services and software applications and customer data.
7. Your Licences from oboloo
Licence to access and use the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable licence to access and use the Services solely in accordance with this Agreement. This licence is valid only during the term of this Agreement and is revoked upon termination. This licence is subject to the following restrictions:
1. Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement.
2. Neither you nor any End User may, or may attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to you under a separate licence that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) resell or sublicence the Services, or (e) circumvent any security mechanisms used by oboloo, the Services, or any Applications running on the Services.
3. All licences granted to you in this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
4. During and after the Term, you will not assert, nor will you authorise, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
8. Modification of the Services
You acknowledge and agree that the form and nature of the Services which oboloo provides may change from time to time in which subject to the terms in Section 5 (provided that any such change will not materially decrease the overall functionality of the Application or Services), we will provide you notice of any such change on the basis set out in Section 10. If you do not wish to continue to receive the Services after such change, you have the right to terminate the Services at the date of the change without any further liability (except for the payment of outstanding invoices).
9. Termination
The licence granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement. Sections 6 (Intellectual Property), 9 (this Section), 11 (Indemnification), 12 (Exclusion of Warranties), 13 (Limitations of Liability), 16 (Governing Law), and 19 (General Terms) shall continue to be effective after this Agreement is terminated.
Unless you have a purchase order or other contractual commitment to oboloo:
- You may terminate this Agreement at any time by cancelling your account, and
- We may, terminate this Agreement by cancelling your account or any portion of your access to the Services if you are in breach of these terms, in which case such terminate shall be immediate.
You will not receive any refunds if you terminate this Agreement (except where we are in breach). If the Agreement is terminated, all of your rights under this Agreement immediately terminate and all fees and charges (including any applicable taxes) owed by you to us are due immediately, including fees and charges for in-process tasks completed after the date of termination.
10. Changes to these Terms
These Terms may only be amended by mutual written agreement signed by both parties. oboloo reserves the right to modify the Policies, on a going-forward basis at any time, provided that the uptime and other material terms of the Service Level Agreement may not be decreased.
If the changed Policies materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms or Policies, as applicable. If we require your acceptance of the changed Policies, changes are effective only after your acceptance. If you do not wish to consent to such material modifications, you may terminate this Agreement with immediate effect without any further liability. If you are under contractual commitment to oboloo and you do not accept the changed Terms or Policies, we may choose not to renew your contract at its next renewal date.
oboloo shall notify you of any such change to the Policies. We may provide notice through a pop-up or banner within the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. These changes are effective upon publication of the changed Policies.
Disputes arising under this Agreement will be resolved in accordance with this Agreement that was in effect between the parties at the time the dispute arose.
11. Indemnification
You agree that you will be responsible for your use of the Services, and if you harm someone or get in a dispute with someone else, we will not be involved. You agree to defend and indemnify oboloo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “oboloo Entities“) from and against every third-party claim, liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We will allow you to assume the exclusive defence and control of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, we agree to cooperate with your defence of that claim.
We agree to defend and indemnify you and your officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any claim, liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or in any way connected with: (a) our violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; or (b) our violation of any third-party right, including any intellectual property right or publicity, breach of our confidentiality obligations under this Agreement or data protection or privacy right. You will allow us to assume the exclusive defence and control of any matter subject to indemnification by us (without limiting our indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of that claim
12. Exclusion of Warranties
Except as expressly provided for herein, to the maximum extent permitted by applicable law, oboloo does not make any other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use. oboloo is not responsible or liable for the deletion of or failure to store any content and other communications maintained or transmitted through use of the service. oboloo does not warrant that the operation of the services will be error-free, timely, or uninterrupted.
No advice or information, whether oral or written, obtained by you from the services or any materials or content available through the services will create any warranty regarding any of the oboloo entities or the services that is not expressly stated in this agreement. You assume all risk for any damage that may result from your use of or access to the services and any materials or content available through the services, other than through our negligence or breach. You understand and agree that you use the services, and use, access, download, or otherwise obtain materials or content through the service and any associated sites or services, at your own discretion and risk, and that you are solely responsible for any damage to your property (including your computer system or mobile device used in connection with the service), or the loss of data that results from the use of the service or the download or use of that material or content.
Some jurisdictions may prohibit a disclaimer of warranties and you may have other rights that vary from jurisdiction to jurisdiction.
13. Limitations of Liability
In no event will either party be liable for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the services or any materials or content on the services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not the party has been informed of the possibility of damage.
You and oboloo agree that the aggregate liability of either party to the other party for all claims arising out of or relating to the use of or any inability to use any portion of the service or otherwise under this agreement, whether in contract, tort, or otherwise, is limited to the amount paid by you to oboloo for access to and use of the service in the 12 months prior to the claim.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you or oboloo.
Each provision of this agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under this agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this agreement.
The foregoing limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s intellectual property rights by the other party, or indemnification obligations.
14. Support
We will provide technical support to all end users (with a 48-hour response SLA). Custom Service Level Agreements or support agreements may be available.
15. Security
As with any cloud service, you have ongoing security responsibilities to protect access to and Content within oboloo services.
With respect to any Personal Information, oboloo agrees that it shall use the Personal Information solely as permitted in this Agreement.
16. Governing Law
This Agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
17. SLA’s
This SLA applies to both Shared and Dedicated oboloo environment, as defined in the Terms.
oboloo Service Commitment: 99.95% Uptime
oboloo will use commercially reasonable efforts to make your oboloo Services available with a Monthly Uptime Percentage of at least 99.95% during any monthly or annual billing cycle (the “Service Commitment”).
Response Times
oboloo will use commercially reasonable efforts to respond to any enquiries received via email within 48-hours. All enquiries via email must be directed to [email protected] or via the ‘Raise a Ticket’ function within the oboloo system.
SLA Exclusions
The Service Commitment does not apply to any Unavailability:
1. That results from a suspension or Remedial Action, as described in the Terms;
2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the oboloo network;
3. That results from any actions or inactions of you or any third party;
4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
5. That results from failures of oboloo Services not attributable to Unavailability; or
6. That results from any Maintenance.
18. Contract Duration
This contract agreement commences when you as the End User or another End User within your organisation create an oboloo account or an additional licence and extends for the length of your chosen licence package (monthly or annual licence). Your organisations account or individual licences can be terminated within the oboloo system and will expire if in a deactivated state at the next billing cycle.
19.General Terms
A. Notices. All legal notices to oboloo must be in writing and addressed to your Account Manager. Notice will be treated as given on receipt as verified by written automated receipt or by electronic log (as applicable).
You agree that oboloo may provide you with notices, including those regarding changes the Policies, by email, regular mail, or postings on the oboloo Services. By providing oboloo your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
B. Assignment. You may not assign any part of this Agreement without our written consent. Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under this Agreement, without consent of the other party but with written notice as soon as reasonably possible, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
C. Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, epidemics, pandemics or widespread infectious diseases and Internet disturbances.
D. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
E. No Waiver. Any delay or failure to exercise or enforce any legal right or remedy which is contained in this Agreement (or which a party has the benefit of under any applicable law), for any reason, does not constitute a formal waiver of that party’s rights and that those rights or remedies will still be available.
F. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
G. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless expressly stated.
H. Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
I. Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.
J. Interpretation of Conflicting Terms. If there is a conflict among documents (if any) that make up this Agreement, the documents will control in the following order: this Agreement, and the terms located in the other documents.
K. Confidentiality. The parties acknowledge a duty not, during and for five (5) years after the expiration of termination of the Term of this Agreement, to disclose or use without the other’s prior written permission any Confidential Information belonging to the other party (except that the obligation not to use and not to disclose shall continue with respect to any of your Content). Each party shall impose such obligations on its own personnel. oboloo shall also obtain written assurances of confidentiality from any third parties to whom your Confidential Information has to be disclosed in order to enable oboloo to carry out its obligations under this Agreement. The restrictions in this Clause shall not prevent: (i)intentionally removed; (ii) the disclosure of Confidential Information if required by law; or (iii) the disclosure of Confidential Information which has come into the public domain otherwise than through unauthorised disclosure. For the purposes of this Agreement, “Confidential Information” shall mean all information concerning the business affairs of the parties, their group companies and clients including without limitation, trade secrets, all information relating to, and included in all processes of business and business data, business policies, designs, concepts, sales and marketing data, formulae, specifications, software specifications, computer systems, information of End Users and your Content, and any other confidential information in any media used by, or the property of either party.
20. Definitions
“Acceptable Use Policy” means the policy currently available at https://oboloo.com/acceptable-use-policy/, as it may be updated by us from time to time.
“oboloo” means the oboloo platform.
“OBOLOO LTD” means the oboloo LTD company.
“oboloo Marks” or “Marks” mean any trademarks, service marks, service or trade names, logos, and other designations of oboloo and its affiliates that we may make available to you in connection with this Agreement.
“oboloo Site” means https://www.oboloo.com, https://www.oboloo.com, any subdomain owned or operated by oboloo, and any successor or related site designated by us.
“Content” means software, data, text, audio, video, images or other content.
“Dedicated Environment” means an oboloo environment running on a dedicated stack, where the network and hosts are not shared with any other oboloo customer.
“oboloo Service(s)” means your oboloo app and database containers.
“End User” means any individual or entity authorized by you that directly or indirectly through another user:
1. Accesses or uses your Content; or
2. Otherwise accesses or uses the Services under your account.
The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own oboloo account, rather than your account.
“High Risk Activity” means any activity where the failure of a supporting computer system could lead to death, personal injury, or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation, or direct life support systems.
“Remedial Action” means our right under this Agreement to suspend your access or your End Users’ access to the Services, and to suspend or remove an Application, in the event that this Agreement is breached.
“Shared Environment” means an oboloo environment running on networks and hosts that are shared between oboloo customers.
“Maintenance” means scheduled Unavailability of the Services, as announced by us prior to the Services becoming Unavailable.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Spend Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
“Unavailable” and “Unavailability” mean, for web app services and databases, when your service or database is not running or not reachable due to oboloo’s fault. This excludes (a) containers that are unreachable or not running because the container’s provisioned resources (RAM, CPU, disk, as applicable) are insufficient; and (b) members of a database cluster where the cluster as a whole is running and reachable.
21. Entire Agreement
This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
© 2021 oboloo Limited. All rights reserved. Republication or redistribution of oboloo content, including by framing or similar means, is prohibited without the prior written consent of oboloo Limited. oboloo, Be Supplier Smart and the oboloo logo are registered trademarks of oboloo Limited and its affiliated companies. Trademark number: UK00003466421 & UK00003575938. Company Number 12420854. ICO Reference Number: ZA764971