This Subscription Agreement (“Agreement”) outlines the terms and conditions governing your acquisition of subscriptions to and usage of the Services, as defined below. It is a legally binding contract between Stamply.io – UK (“Stamply”), and either yourself as an individual user or the entity/organisation you represent.
If you are an individual using the Services for personal purposes:
- “Customer” refers to you.
- You confirm that you are either at least 18 years old or have reached the age of majority in your jurisdiction, and you possess the requisite legal authority to enter into this Agreement.
If you are representing an entity or organisation:
- “Customer” refers to that entity or organisation.
- You confirm that you are at least 18 years old or have reached the age of majority in your jurisdiction, and you possess the necessary authority to enter into this Agreement on behalf of the Customer.
This Agreement takes effect and becomes binding upon Customer in one of the following scenarios:
- When you access or utilise the Services.
- When you click an “I Accept,” “Sign up,” or similar button or checkbox that references this Agreement.
- When you enter into an Order, as defined below, with Stamply.
- Orders
This Agreement establishes the terms under which Customers may access and use Stamply’s Services in connection with one or more Orders. Subject to the terms specified in an Order, the Services will enable Customer to operate a digital customer loyalty program for their business, collectively referred to as “Customer’s Environment,” excluding the subscribed Services.
- Access and Use
2.1. Stamply grants Customer the right to access and utilise the Services in accordance with the Documentation during the Order Term for Customer’s Environment, as specified in the relevant Order.
2.2. All rights granted by each party to the other under this Section 2 are limited, nonexclusive, and unless otherwise stated in this Agreement, non-transferable.
- Availability
Stamply commits to ensuring the Services are available at a minimum of 99.8% of the time, excluding any exceptions (“Availability Standard”). If the actual availability of the Services falls below the Availability Standard for two consecutive months, Customer may terminate the relevant Order in the calendar month following this period by providing written notice to Stamply. In such cases, Stamply will issue the Customer a Pro-Rated Refund, as defined in Section 14.4.
- Support
Subject to the terms of this Agreement, Stamply will offer support to Authorised Users through email. While resolution times are not guaranteed, Stamply commits to responding to each Support Request from an Authorised User within 48 hours. In the event of an alleged failure by Stamply to provide Support with reasonable skill, care, and diligence following a Support Request, the Customer’s sole remedy shall be the re-performance of the applicable Support.
- Security and Privacy
5.1. Both parties have obligations concerning the security of the Services and Customer Data. Stamply will implement administrative, physical, and technical measures, in line with industry practices, to safeguard the Services and prevent unauthorised access, use, alteration, or disclosure of Customer Data under its control during each Order Term.
5.2. Customer is responsible for configuring the Services as per the Documentation, enabling single sign-on for their accounts, and securing access passwords, keys, tokens, or other credentials. Customers shall use reasonable efforts to prevent unauthorised access or use of the Services and promptly inform Stamply if unauthorised access occurs or if any Customer Credentials are compromised.
5.3. Stamply does not require Personal Information for Customer’s access and use of the Services except for limited Personal Information in Account Data. Customers shall limit Personal Information in Account Data to what is necessary for creating and administering their Stamply account. Regarding Customer Data, Customer shall not use the Services to process Sensitive Information and will make reasonable efforts to limit the inclusion of other Personal Information in Customer Data, as outlined in the Documentation.
5.4. Stamply may process information, including Usage Data, Customer Data, and Account Data, to manage the Customer’s account, improve Services and Support, and provide insights, announcements, and reports. Stamply may also process aggregated and anonymous Usage Data for service development and promotion, all subject to its obligations under this Agreement, security (Section 5.1), confidentiality (Section 11), and the DPA (Section 7.1), if applicable, and the Privacy Policy for Account Data.
- Customer Responsibilities and Restrictions
6.1. Customer is solely responsible for:
a. Customer’s Environment, including enabling Authorised Users’ access.
b. Account Data, Customer Data, and Customer Credentials.
c. Compliance with requirements related to Customer Component providers, Authorised Users, and Personal Information.
d. Ensuring Services are used only for the Customer’s Environment and in accordance with the AUP, Documentation, and Third-Party Terms.
6.2. Customer shall not:
a. Allow unauthorised access to the Services.
b. Attempt unauthorised access to Services or related systems.
c. Use Services to access Stamply’s Intellectual Property Rights, except as permitted.
d. Modify, copy, or create derivative works of the Services.
e. Resell, distribute, or make Services available to third parties.
f. Reverse engineer or attempt to discover source code.
g. Remove or alter proprietary notices.
h. Send or store Malicious Code.
i. Violate Applicable Law.
j. Use Services beyond the scope defined in Orders, Documentation, and this Agreement.
6.3. Stamply reserves the right to investigate potential violations, suspend Authorised Users suspected of violations, and notify Customer of suspensions and potential violations.
- Compliance with Applicable Laws
Both parties agree to comply with all Applicable Laws related to their obligations and rights under this Agreement, including privacy and protection of Personal Information.
- Pricing and Fees
8.1. Customers agree to pay all Fees for Services in accordance with this Agreement, Orders, and Service Plans. Fees must be paid in British Pounds at the time of Order, except where specified otherwise.
8.2. If Customer uses a credit card or digital payment method supported by Stamply, Customer authorises Stamply to charge the account. Customers must keep billing information current. Failure to do so may result in suspension of Services.
- Taxes
All Fees are exclusive of Taxes. The customer is responsible for Taxes on amounts payable under this Agreement, except for Taxes on Stamply’s income.
- “Private Label” Option
If the Customer purchases the “private label” option as part of any Order or Service Plan, it is subject to Stamply’s standard Private Label Policy.
- Ownership
The customer owns all rights in the Customer’s Environment and Customer Data. Stamply owns all rights in the Services, Documentation, and Feedback, except as expressly granted in this Agreement.
- Confidentiality
12.1. “Confidential Information” includes information designated as confidential, concerning technology, customers, business plans, finances, and other business matters. Confidential Information excludes publicly available information or that which the recipient knew before disclosure.
12.2. Recipients of Confidential Information shall not use or disclose it outside the scope of this Agreement without consent. Exceptions apply to legal obligations or governmental orders.
- Disclaimers
13.1. Except as expressly provided, neither party makes any warranties, and all other warranties are disclaimed to the extent permitted by law.
13.2. All Services are provided “as is” and “as available.” Stamply makes no warranty regarding Services, Documentation, or results of use.
- Term and Termination
14.1. This Agreement continues until the last Order’s expiration or earlier termination.
14.2. Upon Order termination, Stamply’s service obligations cease, and Customer’s rights with respect to Services terminate.
14.3. In case of early termination by Customer or Stamply, specific conditions apply regarding Fees and refunds, as outlined in Section 14.3.
14.4. After termination, an Authorised User designated by Customer may access and download Customer Data for up to 30 days, subject to certain conditions.
- Indemnification
15.1. Stamply indemnifies customers against certain claims arising from intellectual property rights infringement or misappropriation related to the Services.
15.2. Customer indemnifies Stamply against certain claims related to Customer-Controlled Matters.
15.3. Indemnification procedures and responsibilities are defined in Sections 15.1 and 15.2.
15.4. Should an Indemnitee require indemnification, they shall promptly notify the Indemnifying Party in writing and extend their cooperation at its expense. The Indemnifying Party will assume control over the defence and investigation of such claims and enlist the counsel of their choice at their own cost. The Indemnitee retains the option to participate in and oversee proceedings at their own expense with counsel of their choosing.
- Governing Law and Venue
This Agreement is governed by and shall be construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be exclusively subject to the jurisdiction and venue of the courts of England and Wales, with both parties consenting to the personal jurisdiction of these courts.
- Entire Agreement
This Agreement and any Orders and Service Plans constitute the entire understanding between the parties concerning the subject matter herein and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether oral or written.
- Amendments
Any changes or modifications to this Agreement must be in writing and signed by both parties.
- Assignment
This Agreement is binding upon and inure to the benefit of the parties and their respective successors and assigns. However, neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning party’s assets.
- Waiver
The failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision. Any waiver must be in writing and signed by the waiving party.
- Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
- Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, such as acts of God, natural disasters, war, terrorism, strikes, or other labour disputes.
- Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and delivered to the respective party’s address specified in the Order or to such other address as either party may specify in writing.
- Relationship of the Parties
The parties are independent contractors, and nothing in this Agreement shall be construed as creating a partnership, agency, joint venture, or employment relationship between them.
- Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
- Interpretation
This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party.
- Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
- Electronic Signatures
The parties agree that electronic signatures shall be deemed original signatures for all purposes under this Agreement.