- INTRODUCTION
Orbis UK (herein referred to as we, us or our) is a charity, the goal of which is to make eye care available for everyone to ensure that nobody suffers the consequences of avoidable blindness. We have acquired certain cashless donation units (Units) to increase our charitable donations from the general public and wish to trial the donation units in certain independent opticians across the United Kingdom. These Terms and Conditions (Terms) set out the basis upon which we wish to engage you as a host to host a Unit at your store (the Premises), in order to facilitate the collection of charitable donations which your customers may wish to make to us via credit or debit card. Your engagement, and your provision of the Hosting Services (as defined below), is subject to the provisions of these Terms.
- COMMENCEMENT AND DURATION OF THESE TERMS
By accepting these Terms, a legally binding agreement between you and us is created in respect of the matters set out herein, to the exclusion of all other terms and conditions. These Terms are effective from the date that you click the ‘accept’ button at the bottom of this webpage, for a period of three (3) months (Initial Term). At the end of the Initial Term, we may decide to extend our agreement for further [Twelve (12) month] Renewed Term), by serving a written notice offering such a renewal to you within seven (7) days before expiry of the Initial Term [or any Renewed Term (as applicable)], provided always that you agree to such extension, in which case these Terms will continue to apply. If no further extension is agreed, these Terms will automatically expire at the end of the [then subsisting] Initial Term [or Renewed Term].
- THE HOSTING SERVICES AND OUR OBLIGATIONS TO YOU
- In consideration of the mutual rights and obligations set out in these Terms, during the Initial Term and any Renewed Term, you agree to: (i) allow us, our agents, subcontractors, consultants and/or employees access to the Premises, as required, during your normal business hours for the purposes of undertaking services in connection with the Unit, including but not limited to the maintenance and/or removal of the Unit; (ii) on receipt, place the Unit next to sale registers on the shop floor at the Premises and provide us with a photograph of the Unit’s location (Preferred Location); (iii) keep the Unit in the Preferred Location at all times, unless we have instructed you to place the Unit at a different location at the Premises; (iv) inform us as soon as possible of any damage to, issues with, or loss of, the Unit, or any occurrence that in your reasonable opinion may adversely affect the functioning of the Unit; (v) not use the Unit for any other purpose other than as set out in these Terms (the Hosting Services); (vi) co-operate with us in all matters concerning the Unit; (vii) take good care of the Unit by ensuring it is kept and/or maintained in accordance with our instructions from time to time; (viii) maintain a stable internet connection at the Premises for the purpose of ensuring internet connectivity to the Unit at all times; and (ix) maintain in place at all times appropriate and adequate insurance in respect of the Premises.
- We agree to: (i) supply the Unit to you free of charge; (ii) deliver the Unit to your Premises; (iii) permit you with access to the step-by-step unboxing video on this webpage to assist you with the installation of the Unit on your Premises; (iv) provide you with all the documents, information, items and materials which may be reasonably required by you to enable you to perform the Hosting Services; (v) upon your request, co-operate with you to provide you and your employees with necessary information and/or training pertaining to the use of the Unit; (vi) following written notice from you, repair, restore or replace the Unit within a reasonable time. Although we will try to ensure that the Units are always operational, due to the nature of technology, we cannot guarantee that the Units will always be available for use.
- INTELLECTUAL PROPERTY RIGHTS
- For the purposes of promoting the Unit and furthering the objective of these Terms, for the duration of the Initial Term and any Renewed Term: (i) we hereby grant to you a fully paid-up, non-exclusive, royalty-free, non-transferable licence to reproduce, modify, adapt, publish, distribute and publicly display any text, photos, logos, products and other materials or information relating to and belonging to us (Orbis IPR); and (ii) you hereby grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to reproduce, modify, adapt, publish, distribute and publicly display any text, photos, logos, products and other materials or information relating to and belonging to you (Host IPR). Nothing in these Terms shall be construed as granting any rights in, or title to, the Orbis IPR or the Host IPR (as applicable) to the other party.
- You acknowledge and agree that: (i) we reserve all the rights, interest and sole ownership in and to the Unit; (ii) all intellectual property rights (IPR) in the Unit belong to our licensors; (iii) no rights in, or title to, the Unit or any IPR shall pass to you by virtue of your provision of the Hosting Services or otherwise; and (iv) you shall not, and shall procure that your employees shall not, attempt to copy, decompile, reverse engineer, disassemble, derive the source code of, decrypt, modify, or create derivative works of, or in connection with, the Unit.
- CONFIDENTIAL INFORMATION AND DATA PROTECTION
- Each of us will not, during the performance of our obligations under these Terms and thereafter, disclose to any third party (not including any employees, agents or sub-contractors of either party, as may be reasonably necessary to disclose to for the purpose of fulfilling any obligations under these Terms) any of the other party’s confidential information, except as expressly permitted by these Terms. Confidential information means all information (whether written, oral or in electronic form) concerning a party’s business and affairs, including all information relating to these Terms. This obligation of confidentiality will not, apply to any information which: (i) is or becomes public knowledge other than by breach of these Terms; (ii) is already in a party’s possession without restriction in relation to disclosure before receiving it; or (iii) is received from a third party who lawfully acquired or developed it and who not subject to any obligation restricting its disclosure.
- It is not anticipated that you will process any personal information on our behalf, as our processor, under or in connection with these Terms. If you are required to process personal information on our behalf, you must notify us immediately and we will enter into a separate data protection agreement with you. Personal data refers to an information that relates to an identified or identifiable individual. We will provide all donors with a copy of our Data Privacy Notice, which is accessed through the following link: Privacy & cookies policy | Orbis.
- LIMITATION OF LIABILITY
Subject to the remainder of this paragraph: (i) your total liability to us: (a) for damage to the Unit shall not exceed £100 for any one event or series of connected events; and (ii) our total liability to you shall not exceed £100 for any one event or series of connected events. Neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, for any indirect or consequential loss.
- ENDING OUR AGREEMENT
- Subject to earlier termination in accordance with the remainder of this paragraph, these Terms will automatically expire at the end of the Initial Term or any Renewed Term (as determined in accordance with paragraph 2). Either of us may terminate these Terms with immediate effect by giving not less than seven (7) days’ prior written notice to the other party.
- Where these Terms have expired or been terminated, by either you or us, you will promptly return the Unit to us. If you fail to do so, then you agree that we may enter your Premises, at a mutually convenient time, and take possession of the Unit. You also agree to provide us with your assistance, where required, to facilitate the removal of the Unit. Until the Unit has been returned to us or repossessed by us, you shall be solely responsible for keeping the Unit safe, in good working condition and to comply with the obligations imposed on you as set out in these Terms.
- MISCELLANEOUS
- These Terms constitute the entire agreement between you and us. In performing our obligations under the Terms, we each agree to comply with all applicable laws. Except as otherwise expressly agreed in writing between you and us, nothing in these Terms s shall be construed as giving rise to a relationship of principal and agent or partnership or joint venture between you and us.
- The laws of England and Wales will govern these Terms (and any non-contractual obligations connected with them) and you and we agree that any dispute arising in connection with these Terms (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
- ACCEPTANCE OF THESE TERMS
By clicking the ‘accept’ button below, you acknowledge and agree that: (i) these Terms accurately record our agreement in respect of the matters set out herein; and (ii) you will be bound by these Terms.
