Supply of Service Terms

Terms and Conditions for the Supply of Services

These Terms and Conditions will apply to the purchase of the Services by you (the Customer or you). We are Automaly Ltd, Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (Campaign No: 13145824) trading as Outreachly and Outreachly.ai (the Supplier or us or we).

These terms and conditions cover the Software and Services areas we offer.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions:

1.1 Definitions:

Affiliates: shall mean any entity controlling, under common control with, or controlled by either Party, where “control” means ownership of more than 50% of the equity of such entity.

Authorised Users: shall mean those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

Agreement: shall mean the Agreement between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Business Day: shall mean a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: shall mean the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Content: shall mean any content the Customer makes available to the Supplier

Commencement Date: has the meaning given in clause 2.2.

Conditions: shall mean these terms and conditions as amended from time to time in accordance with clause 11.5.

Control: shall be the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: shall mean the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: shall mean the deliverables set out in the Order produced by the Supplier for the Customer.

Intellectual Property Rights: shall mean patents, utility models, rights to inventions, copyright and related rights, moral 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, rights in computer software, 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.

Order: shall mean the Customer’s order for the software or Services which is executed online at www.outreachly.ai or otherwise by an online link provided to the Customer by the Supplier.

Services: shall mean the services, including the Deliverables, supplied by the Supplier to the Customer as described online at https://www.outreachly.ai/services and as set out in the Specification and.

Specification: shall mean the description or specification of the Services provided online by the Supplier to the Customer.

Software: shall mean the LinkedIn Automation Software available from the Supplier at https://app.outreachly.ai

Supplier: Automaly Ltd registered in England and Wales with company number 13145824.

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:
(i) is a reference to it as it is in force as at the date of this Agreement; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax and email.

2. Scope of Agreement

2.1 Customer or its Affiliates may order new or additional Services by placing an order on the Supplier’s website or an online link provided by the Supplier. Unless otherwise specified in a given Order, an Order shall be effective upon execution by both Parties

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Agreement shall come into existence (Commencement Date).

2.3 The Services shall be provided for a minimum period of three (3) months from the Commencement Date or from the first date of the delivery of the Services whichever is later, unless agreed otherwise by the Supplier in the Specification. The Software shall be provided for a minimum term as defined in the Order.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or online presentations, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Agreement or have any contractual force.

2.5 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for the period stated therein.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 The Licence

3.5.1 Services. Subject to the terms and conditions of this Agreement, upon the execution of an applicable Order and subject to payment of any and all applicable amounts due to Supplier hereunder, the Supplier grants to Customer, for the term of the applicable Order, a worldwide, non-exclusive, non-transferable, non-sublicensable (except to Customer’s users as set forth herein) limited right and licence, the scope of which shall be defined in the applicable Order(s), to access and use the Services described in the applicable Order(s) in accordance with their respective specifications, solely (i) for Customer’s own use. All rights not expressly granted herein with respect to the Services are reserved to Supplier. Nothing contained herein shall limit Supplier’s right to licence or otherwise distribute or make available the Services in whole or in part, to any third party. Customer hereby grants Supplier a worldwide, royalty-free, transferable, non-exclusive licence to: (i) use, deliver, exhibit, broadcast, publish, publicly display, make available, publicly perform, distribute, promote, copy, store or reproduce Content on or through the Services; (ii) secure, encode, reproduce, host, cache, route, reformat, analyse and create algorithms and reports based on access to and use of Content in connection with the performance of Supplier’s obligations hereunder; and (iii) utilise Content to test Supplier’s internal technologies and processes.

3.5.2 Ownership. The Parties expressly understand and agree that as between Supplier and Customer: (i) the Supplier Services, the Supplier Software(s), Supplier’s Confidential Information, and all Intellectual Property with respect to the foregoing, are and shall remain the sole and exclusive property of Supplier and/or its licensors; and (ii) the Customer System, Customer’s Confidential Information,and all Intellectual Property with respect to the foregoing are and shall remain the sole and exclusive property of Customer. The automation Services do not form part of Linkedin.

3.5.3 Protection of Rights. Each Party shall exclusively have the right, in its sole discretion, to make a claim against any third party for infringement of its rights, and the other Party shall fully cooperate at such Party’s (whose rights have been infringed upon) expense, in the prosecution of any such suit, demand or claim.

3.5.4 Content. Customer shall ensure that the material it provides and/or its accounts do not result in the infringement of any third party’s intellectual property rights, or that results in the transmission of any illegal, inappropriate, or offensive content. Customer acknowledges and agrees that Supplier does not screen Content to determine whether it contains false or defamatory material, or material that is infringing, inaccurate, misleading, offensive, indecent, objectionable, or invasive of another’s privacy or publicity rights. Under no circumstances will Supplier be liable in any way for any Content, including, but not limited to, any defamation, falsehoods, errors or omissions associated with such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content.

4. Customer’s obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) cooperate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) where necessary obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start and provide the Supplier with the consent to use such licences for the fulfilment of the Services;
(e) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
(f) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(g) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(h) ensure that any Authorised Users use the Services and the Software in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(i) comply with any additional obligations as set out in the Specification.

4.2 If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. Charges and payment

5.1 Unless otherwise specified in an applicable Order, fees will be charged as detailed in the Order, and will be invoiced and payable before the Services commence or upon execution of the applicable Order.

5.2 The Supplier reserves the right to change the Charges without notice, any price changes will take effect at the end of the Customer’s minimum term under an Order form.

5.3 If the Customer fails to make a payment due to the Supplier under the Agreement by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%.

5.4 All amounts due under the Agreement shall be paid in full without any counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Agreement for the purpose of providing the Services to the Customer.

7. Data protection

7.1. Supplier has implemented and shall maintain in effect, for the term of this Agreement, security management policies and procedures, which are updated from time to time, and which are designed to ensure the security, confidentiality and integrity of the Services and to protect Customer information from unauthorised access, destruction, and/or disclosure.

7.2 The terms of the data processing agreement at https://outreachly.ai/privacy-policy/ (the “DPA”) are hereby incorporated by reference and shall apply to the extent Customer processes any Personal Data (as such term is defined in the DPA) for or on behalf of Customer in the course of providing the Software and/or the Services under this Agreement.

8. Limitation of liability

8.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £250,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

8.2 Other than in connection with a breach of Customer’s payment obligations to Supplier hereunder and the Customers Confidentiality obligations under Clause 12.3, neither party shall be liable to the other party for any incidental, indirect, consequential, special or punitive damages of any kind or nature, or for any loss of revenues, profits, anticipated savings or goodwill, whether such liability is asserted on the basis of contract (including, without limitation, the breach of this agreement or any termination of this agreement), tort (including negligence or strict liability), or otherwise, whether or not such loss or damage was reasonably foreseeable or in the contemplation of the parties, and even if the other party has been warned in advance of the possibility of any such loss or damage. In no event shall either party’s maximum liability under this agreement (other than in connection with a breach of Customer’s payment obligations to Supplier hereunder) exceed the amounts actually paid by Customer to Supplier under the relevant purchase or giving rise to such liability. Notwithstanding the foregoing, neither party excludes or limits its liability under or in connection with this agreement: (i) for death or personal injury caused by its negligence; or (ii) for fraud or fraudulent misrepresentation; or (iii) for any other liability to the extent such liability may not be excluded or limited by law.

8.3 Customer shall defend, indemnify and hold harmless Supplier, its Affiliates, and their respective directors, officers, shareholders and employees from and against any liabilities, damages, judgments, attorneys’ fees, and costs that arise in connection with any third-party claim, action, suit, or proceeding arising from Content, including but not limited to any claims regarding inaccurate, offensive, indecent, libellous, defamatory, invasive of another’s privacy or publicity rights, objectionable or infringing content, and including any claim that Customer does not have sufficient rights to distribute, broadcast, deliver, or otherwise transmit Content (a “Content Claim”); provided that: (i) Supplier gives prompt written notice of any Content Claim to Customer; (ii) Supplier provides such information and assistance as reasonably requested by Customer in its negotiation, defence or settlement of the Content Claim; and (iii) Customer is given sole and exclusive control over the defence and settlement of the Content Claim. Customer’s indemnification obligations under this Section 8b are not limited by Section 8a above.

8.4 Customer’s use of the Supplier’s Software or Services in relation to LinkedIn or email shall be at the sole risk of the Customer. The Supplier shall not be liable for any breach of LinkedIn or the Customers email providers terms and conditions thereunder whether caused by the Customer or by the Supplier in fulfilment of the Services on behalf of the Customer.8.5 This clause 8 shall survive termination of the Agreement.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party 1 months’ written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(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), applying to a court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 ceases to carry on business [or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(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 Agreement has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Agreement on the due date for payment; or
(b) there is a change of control of the Customer.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Agreement or any other agreement between the Customer and the Supplier if:

(a) the Customer fails to pay any amount due under the Agreement on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).

10. Consequences of termination

10.1 On termination or expiry of the Agreement:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Agreement.

10.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

11. Representation and Warranties

11.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party for the duration of the term hereof that:

i. Authority to Conduct Business. It has all powers and authority necessary to own, operate and lease its assets and properties and to carry on its business as now being conducted.
ii. Corporate Authority. It has sufficient powers and authority to enter into this Agreement and to perform its obligations hereunder and grant the rights granted to the other Party hereunder.
iii. No Violation. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will not violate or result in a breach by such Party of its articles of incorporation or bylaws, any other agreement or understanding to which it is a party, or any lien, resolution, legal or administrative order or statutory provisions to which it is subject.

11.2 Quality of Services. Supplier represents and warrants that (i) it will provide any Services rendered hereunder with reasonable skill and care, using appropriately qualified personnel; and (ii) the Services provided hereunder shall perform materially in accordance with the Specification.

11.3 No Warranty to Third Parties. Nothing in this agreement is intended to constitute or create any representation or warranty by Supplier to Customers users, or any other third party, directly or as a third-party beneficiary, with respect to the Supplier software, services, content, professional services or otherwise.

11.4 Disclaimer of Warranties. Except as expressly set forth in this clause 11, Supplier makes no, and hereby specifically disclaims, to the maximum extent permitted by applicable law, any, representations or warranties, whether express or implied by statute, common law, trade usage, or otherwise, (including, but not limited to, any implied warranties regarding quality, suitability, merchantability, non-infringement or fitness for a particular purpose).

12. General

12.1 Force majeure.
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, sub-agreement, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
(b) The Customer shall not assign, transfer, mortgage, charge, sub-agreement, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Supplier.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, Contractor, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, Contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
(d) The Customer shall not create or publish any reviews online or offline about the Supplier, the Software, and/or Services either directly or through a third-party that would be related to any matters covered by Clause 8.4.

12.4 Entire agreement.

(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Agreement.
(c) Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Agreement is deleted under this clause 11.7 the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8 Notices.

(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in clause 12.8(d).
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
(d) Notices shall be sent to:
Supplier: Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX
Customer the address and email address provided on the Order.

12.9 Third party rights.

(a) Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
(b) The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

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

12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

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