Datscha (UK) Main Agreement 20160419

Datscha UK Ltd, hereafter named as “Supplier”, a company duly incorporated and registered under the laws of England and Wales (company registration number 08956124), having its registered address at Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER

AND

[Customer Company] hereafter named as “Customer”, a company duly incorporated and registered under the laws of England and Wales (company registration number [Number], having its registered address at [Address]

WHEREAS:

Parties wish to perform a business transaction whereby Customer procures a right to use Supplier’s Service in accordance with this Agreement.

SUBJECT OF AGREEMENT

This Agreement sets out the rights and obligations of the parties with respect to Customer’s procurement and licensing of Supplier’s Service.

 

PARTS OF AGREEMENT

 

The following documents together form the agreement (“Agreement”), and in the case of any conflict or inconsistency between these documents, the order of precedence below shall apply:

  1. This Main Agreement document
  2. The version of the Datscha General Terms and Conditions accessible at [www.datscha.co.uk] at the date of this Agreement (“GTCs”)

Defined terms used in this Main Agreement shall, if nothing else is stated herein, have the meaning defined in the GTCs.

If the GTCs are updated and/or modified from time to time (in accordance with the terms set out in the GTCs) this Main Agreement shall be deemed to refer to the latest version of the GTCs.

 

SCOPE OF SUPPLY & PRICING

 

Supplier shall provide Customer with the following, during the period identified in section 6 below:

  1. Access and right to use the Service in accordance with this Agreement and the scope of license defined below. Customer’s right to use the Service is:

    1. limited to the number of named and registered users set forth below
    2. limited to the service package (functional modules and/or Data) set forth in section 4, and
    3. subject to the license fees set forth in section 4 being paid in accordance with the Agreement.

Without prejudice to any of the Supplier’s other rights and remedies, the Supplier may, on 14 (fourteen) days notice, withhold the supply of the Service in the event that the Customer either fails to pay the licence fees by the relevant due date or if the Customer is otherwise in material breach of this Agreement. Supply of the Service will not recommence until such licence fees are paid or remedy breached.

Customer is responsible for providing Supplier with the names and email addresses of the users to be registered. Supplier will provide the registered users with user IDs and initial passwords. Customer agrees that such IDs and passwords are personal to the respective registered user and shall not be shared among registered users or with any unregistered user.

Customer must notify Supplier of a change in registered user details within 30 days of change.

  1. Access to and right for Customer’s registered users to contact Supplier’s customer support Monday- Friday between 09:00 – 16:00 (Greenwich Mean Time). 

 

PAYMENT TERMS

 

No of Users

Service Package

Total Price (ex VAT) GBP

   
   
   
  

Total 

 

 

The total fee per annum, as set out above, shall be paid by Customer to Supplier. Supplier shall invoice Customer annually in advance and Customer shall pay each invoice within 30 days from the invoice date.

 

TERMS AND CONDITIONS

The GTCs accessible at [www.datscha.co.uk] shall form part of the Agreement and, by signing this Agreement, the Customer agrees to be bound by the version of the GTCs at the date of this Agreement.

 

VALIDITY AND TERMINATION

 

6.1 INITIAL PERIOD

This Agreement shall enter into effect the date this Main Agreement is signed by both Parties (“effective date”) and shall, subject to earlier termination in accordance with the GTCs, stay in effect for an initial period of one (1) year(s) from the effective date (“Initial Period”). Where a Party wants to terminate this Agreement at the end of the Initial Period, the terminating Party shall notify the other Party in writing at least three (3) months before the end of the Initial Period, and the Agreement shall then terminate at the end of the Initial Period.

6.2 AFTER THE INITIAL PERIOD

Where this Agreement is not terminated pursuant to section 6.1 on expiry of the Initial Period, the Agreement shall automatically continue in effect until terminated by either Party giving the other party not less than three (3) months written notice, such notice to expire no earlier than the subsequent anniversary of the effective date.

6.3 AFTER THE TERMINATION

Termination or expiration of this Agreement shall not affect Supplier’s right to be paid for the Service supplied pursuant to and in accordance with this Agreement. 

By signing this Main Agreement you confirm that you are entering into the Agreement in the course of your business and not as a consumer.

This Agreement has been signed in two (2) counterpart copies whereof Customer and Supplier have taken one each.