Terms of Service
Terms of Service
(Last revised April 15th 2016)
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE PLACING AN ORDER. PLEASE NOTE THAT CLAUSE 14 LIMITS OUR LIABILITY.
This page (together with any other documents referred to in it) tells you information about us and the legal terms and conditions (Terms) on which we supply the Scripin Events service (Service) to you. These Terms will apply to any contract between us for the supply to you through the website at http://www.scripin.com (Website) of the Service (Contract).
Please read these Terms carefully and make sure that you understand them before placing an order. Before placing an order, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to place an order or use the Service.
You should print a copy of these Terms or save them to your computer for future reference. We may amend these Terms from time to time and the top of this page shows when they were last updated. Every time you wish to place an order for the Service, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. Information about us
1.1 The Service is supplied by Ruud Enterprise Ltd (we, our or us), a company registered in England and Wales under company number 8647609. Our registered office is 145-157 St John Street, London EC1V 4PW, United Kingdom and our main trading address is 33 Cannon Street, London EC4M 5SB. Our VAT number is 171 7685 80.
2. Contacting us and communications between us
2.1 If you wish to contact us for any reason, including because you have a complaint, you can do so by e-mailing us at email@example.com. Complaints may also be submitted through the EU’s Online Dispute Resolution platform.
2.2 Any communication or notice in writing should be given in accordance with clause 16.
3. The Service
3.1 The Service is designed to be used at an event (Event). It allows you, as the host of an Event or a party involved in the organisation, promotion or operation of an Event, to display a stream of photos and/or videos (Media), which have been contributed by attendees at the Event (Attendees) using the Scripin Events mobile application (App), on screen(s) at the Event.
3.2 Using the App, Media may also be shared between Attendees and they can comment on and interact with such Media and, where your Licence includes the feature, share Media on specified social media and download such Media.
3.3 After an Event, all Media and other content contributed by Attendees at the Event (together, Content) will be made available to you to export.
3.4 The Service as supplied through the Website is on a self-service basis. You will be given access to its software platform through the Website but you are responsible for:
(a) the set-up process for any Event and for any features you wish to use (and which are available under your chosen Licence);
(b) on-boarding of Attendees (before or at an Event) including collection of their names and e-mail addresses and submitting these to the Service (so that they may be sent an invitation to download the App with a username and password) and distributing the unique code for the Event (Event Code) at the Event;
(c) the arrangement of any Event venue and the set-up and supply of the information technology and its operating software, the screen(s) and equipment for use of the Service and the display of Content at an Event;
(d) the procurement, set-up and/or supply of all telecommunications, connections, utilities and services (at sufficient capacities and speeds) for use of the Service and the display of Content at an Event; and
(e) moderation of the Content.
3.6 The Service as described above is subject to your purchase of a licence in respect of a particular Event (Licence). The Licence shall be purchased and the Service supplied, in respect of that Event, in accordance with and subject to these Terms. The types of Licence and the full list of features, options and variables for each are described on our Services page www.scripin.com/scripin-events.
3.7 We do not guarantee that the Service will always be available, uninterrupted, free from errors, free from transmission alteration or failure, from bugs or loss of data or will not suffer of data failure. We will, however, use reasonable endeavours to find solutions for such failures.
3.8 We may suspend, withdraw, discontinue or change all or any part of the Service without notice as long as the changes do not materially affect the nature or quality of the Service at the Event to which a Licence applies.
4. How the contract is formed between you and us
4.1 If you are a consumer, you may only purchase a Licence if you are at least 18 years old. If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you purchase a Licence.
4.2 Our ordering pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
4.3 Your placing an order shall constitute an offer to purchase a Licence on these Terms. Your order will only be accepted once we notify you by e-mail that it has been accepted and your payment successfully processed, and only then will a Contract be formed.
4.4 If we are unable to supply you the Service for any reason, we will inform you of this by e-mail. If you have already paid for the Licence, we will refund you the price as soon as reasonably possible.
4.5 Where applicable, you may upgrade to an enhanced Licence through your account on the Website. Such upgrade will only apply once we have notified you by e-mail that it has been accepted.
5. Price of Licence
5.1 The price of the Licence you choose will be as quoted on the Website at the time you submit your order. You may purchase a Licence covering multiple Events (or Events to last longer than 24 hours). Prices may change from time to time, but changes will not affect any order you have already placed.
5.2 Whether the price of a Licence includes or excludes VAT (where applicable) will be stated on the Website at the time you submit your order. Any VAT charged will be at the applicable current rate chargeable in the UK for the time being.
6. How to pay
6.1 You can only pay for a Licence using a debit card or credit card. We accept the following cards: Visa, MasterCard, Electron and Maestro.
6.2 Payment for the Licence is in advance of placing your order
7.1 A Licence gives you the non-exclusive, non-transferrable right:
(a) to use the Service on one (1) computer for a period starting when you commence the set-up process for an Event and ending when your right to access and export the Content for that Event ceases under clause 8.1 (and where you purchase a Licence covering multiple Events, you may use the Service for that period in relation to each Event); and
(b) to display on screen(s) at an Event, any Content (excluding any Content that has been removed by an Attendee). For this purpose, an Event has a maximum duration of 24 hours and you will need further Licences, or a Licence covering multiple Events, to cover Events of longer duration.
7.3 You warrant not to exceed the terms of the rights referred to in this clause 7 and agree to indemnify us for any breach of that warranty, meaning you will be responsible for any loss or damage we suffer as a result of your breach (including all liabilities, costs, expenses, damages and losses we suffer or incur arising out of or in connection with that breach (including but not limited to any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses).
8. Availability of Content
8.1 After an Event, the names and e-mail addresses of all Attendees who downloaded the App, analytics data for the Event (if covered by your Licence), and all Content will be made available to you through the Website to export for the period stated on our Services page covered by your Licence. A back-up copy of all Content and (if applicable) analytics data will be stored for a period of 12 months after an Event, after which it shall be deleted save to the extent we are using or intend to use any Content for our promotional or marketing purposes. You may instruct us to carry out the deletion sooner if you wish.
9. Cancellations (consumer customers only)
9.1 If you are a consumer:
(a) You have a legal right to cancel the Contract during the period starting on the date on which we e-mail you to confirm our acceptance of your order and ending 14 days after that date. This means that during the 14-day period, if you change your mind or decide for any other reason that you do not want to receive the Service, you can notify us of your decision to cancel the Contract and receive a refund;
(b) However, if you access the Service (being a supply of digital content) by commencing the set-up process for an Event (or your first Event under a Licence covering multiple Events) within the 14-day period following our acceptance of your order, the right to cancel will be lost (and you will have been required to consent to such supply and acknowledge the loss of the right to cancel on placing your order);
(c) To cancel the Contract (before you have accessed the Service), you just need to let us know that you have decided to cancel. The easiest way to do this is to e-mail us at firstname.lastname@example.org, giving your name and order details, and stating your wish to cancel. You can also cancel the Contract by sending this form to us. Instructions on how to send it to us may be found on the form. A link to the website cancellation form will be included in our order acceptance e-mail; and
(d) If you cancel the Contract (before you have accessed the Service) we will refund you the price you paid for the Licence on the credit card or debit card you used to pay. We will do so as soon as possible and in any event within 14 days after the day on which you inform us of your decision to cancel the Contract.
10. Your obligations
(a) shall ensure that the information in your order is complete and accurate;
(b) shall be responsible for the matters specified in clause 3.4;
(d) shall obtain and maintain all necessary licences, permissions and consents which may be required for the Service to be supplied for an Event and for hosting the Event itself; and
(e) shall comply with all applicable laws, statutes, regulations and codes from time to time in force in relation to the performance of your obligations under the Contract, the use of the Service, and the content and administration of any competitions or prize promotions using the Service.
10.2 You agree to indemnify us against (meaning you are responsible for) all costs, claims, damages, fines, penalties or expenses (including but not limited to any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) incurred by us or for which we may become liable due to any breach by you of any of sub-clauses 10.1(c) to (e) (inclusive).
11. Data Protection
11.1 In this clause 11, the terms data controller, personal data, processing and process have the meanings given to them in section 1(1) of the Data Protection Act 1998 (Act).
11.3 You warrant that you (and/or any person(s) on whose behalf you are acting) will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, codes and other similar instruments from time to time in force including, without limitation, that you have the consent of all Attendees whose personal data you supply to us to collect the Personal Data, disclose it to us and to process it for the purpose of providing the Service, or are otherwise lawfully entitled to do so.
11.4 You agree to indemnify us against (meaning you are responsible for) all costs, claims, damages, fines, penalties or expenses (including but not limited to any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) incurred by us or for which we may become liable due to any breach by you of clause 11.3 or, where applicable, any claim by an Attendee covered by clause 11.7.
11.5 Clauses 11.6 to 11.9 (inclusive) only apply to the extent that the processing of the Personal Data is not exempt from a relevant principle, provision or part of the Act.
11.6 Save for Our Own Processing, we shall process the Personal Data only in accordance with your instructions from time to time and shall not process it for any purpose other than the provision of the Service. Your instructions include that we may process the Personal Data for the purpose of providing the Service.
11.7 Save for Our Own Processing, you acknowledge that we are reliant on you for direction as to the extent to which we may use and process the Personal Data. Consequently, we will not be liable for any claim brought by an Attendee arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.
11.8 We warrant that, having regard to the state of technological development and the cost of implementing any measures, we will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of the Personal Data and against the accidental loss or destruction of, or damage to, the Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected; and
(b) take reasonable steps to ensure compliance with those measures.
11.9 We may authorise a third party sub-contractor to process the Personal Data provided that the sub-contractor’s contract:
(a) includes terms which are substantially the same as those set out in clauses 11.3, 11.7 and 11.8; and
(b) terminates automatically on termination of the Contract for any reason.
12. Intellectual property rights
12.1 We are the owner or the licensee of all intellectual property rights in the App and the Service. Those works are protected by laws and treaties around the world. Scripin is a registered trade mark in the UK, EU and USA. All such rights are reserved. You may not use the Service other than the purposes specified in clause 3.
12.2 You grant us a worldwide, non-exclusive, sub-licensable, perpetual, royalty-free licence (without requiring any further consent) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute and disclose to third parties in any media or distribution method your name, logo or brand (if applicable), the features of the Service used and, to the extent necessary, any Content, for our promotional and marketing purposes.
13.1 We do not guarantee that the Website or Service will be secure or free from bugs or viruses. You are responsible for configuring your information technology and computer programmes in order to use the Service. You should use your own virus protection software.
13.2 You may not:
(a) Knowingly transmit any data, send or upload any material to the App, the Service or the Website that contains viruses, Trojan horses, worms, logic bombs, time-bombs, keystroke loggers, spyware, adware or any other harmful or malicious programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(b) Copy, disassemble or reverse engineer any part of the App or the Service or the relevant software; or
(c) Access without authority, attempt to gain access to, interfere with, damage or disrupt:
(i) any part of the App or the Service;
(ii) any equipment or network on which the Service or its data is stored;
(iii) any software used in the provision of the App or the Service; or
(iv) any equipment or network or software owned or used by any third party.
14. Our liability to you
14.2 If you are a consumer:
(a) If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence (but not unforeseeable loss). Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into the Contract;
(b) We only supply the Service for private use. You agree not to use the Service for any commercial, business or resale purposes and we have no liability to you for: loss or corruption of any data, information or software; loss of profits; loss of business; business interruption; or loss of business opportunity; and
(c) Nothing in these Terms limits or excludes our liability for:
(i) death or personal injury caused by our negligence; or
(ii) fraud or fraudulent misrepresentation; and
(d) Subject to clause 14.2(c), our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Licence.
14.3 If you are a business:
(a) We only supply the Service for the use by your business (as a host of an Event or a party involved in the organisation, promotion or operation of an Event);
(b) Subject to clause 14.3(c), we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(i) any loss of profits, sales, business, or revenue;
(ii) loss or corruption of data, information or software;
(iii) loss of business opportunity;
(iv) loss of anticipated savings;
(v) loss of goodwill; or
(vi) any indirect or consequential loss;
(c) Nothing in these Terms limits or excludes our liability for:
(i) death or personal injury caused by our negligence; or
(ii) fraud or fraudulent misrepresentation; and
(d) Subject to clause 14.3(c), our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Licence.
14.4 Any representation, condition or warranty that might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Service is suitable for your purposes.
15. Events outside our control
15.1 We will not be liable or responsible for any decision not to hold an Event or any act or event beyond our reasonable control that causes all or any part of the Event not to happen and/or prevents you from using all or any part of the Service at an Event, including severe weather, flood, fire, explosion, strikes, lock-outs, industrial action, riot, terrorism, war, act of God, interruption or failure of telecommunications networks or utility service, or failure or non-performance by our suppliers.
15.2 We will not be liable or responsible for any inability to use, or issues in using, all or any part of the Service at an Event that results from any failure to meet your responsibilities under clause 3.4.
16. Communications between us
16.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
16.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
16.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am GMT on the second working day after posting; or if sent by e-mail, one working day after transmission.
16.4 The provisions of this clause 16 shall not apply to the service of any proceedings or other documents in any legal action.
17. Other important terms
17.1 We may terminate the Contract without notice or liability to you if: (a) you commit a material breach of these Terms; (b) you repeatedly breach these Terms; (c) any event occurs, proceeding is taken, order or petition is made, resolution is passed, or notice is given for any of the following events: (i) if you are a company, your winding up or the appointment of an administrator, receiver or administrative receiver in respect of your affairs, business, property, assets and/or undertaking; (ii) if you are an individual, your bankruptcy, or in the event of your death; (iii) in either case, you suspend payment of your debts as they fall due, threaten to do so, or are deemed unable or having no reasonable prospect of paying your debts, or you make an arrangement or compromise with your creditors.
17.2 In the event of termination of the Contract: (a) the Licence will automatically terminate; (b) termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
17.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Contract or expiry of a Licence (including clauses 12 (Intellectual property rights), 14 (Limitation of liability), 16 (Communications between us), and 17.2 to 17.11 (inclusive)) shall remain in full force and effect.
17.4 We may transfer our rights and obligations under a Contract, but this will not affect your rights or our obligations under these Terms. You may not assign or transfer any of your rights or obligations under a Contract save that you may, with our prior written consent, assign your rights under a Contract to another person involved in the organisation, promotion or operation of all the Events covered under the Licence you have purchased.
17.5 This Contract is between you and us. No other person shall have any rights to enforce any of its terms other than any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
17.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary to make it valid, legal and enforceable without affecting the validity and enforceability of the rest of these Terms.
17.7 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.8 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
17.9 These Terms are governed by English law. This means a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
17.10 If you are a consumer, you and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. You may also submit a complaint through the EU’s Online Dispute Resolution platform but this shall not prevent either of us commencing or continuing court proceedings in relation to any matter.
17.11 If you are a business, you and we both agree that the courts of England and Wales will have exclusive jurisdiction.