Group Subscription Terms & Conditions

 

Effective from: February 25, 2022

Please read these terms carefully and print a copy for future reference.

 

These Terms form a legal agreement between you, where applicable, the organization you may be representing, and Tupoe LTD, trading as ‘Glorify’, a private limited company with company number 12199530 whose registered address is at 9 Thorney Leys Park, Whitney, Oxfordshire, OX28 4GE, United Kingdom for the service selected as part of the Onboarding process.

By completing the Onboarding process, you agree to these Terms on behalf of yourself and any organization you are purchasing our services on behalf of. If you do not agree to be bound by these terms, please do not complete the Onboarding process.  

Where you are purchasing any Services on behalf of an organization, you warrant and represent that you are duly authorisd to bind your organization to these Terms.

We license use of the App to you and any organization you may be representing on the basis of these Terms and the information provided during Onboarding. We do not sell the App to you or any organization you may be representing. We remain the owners of the App and all Intellectual Property Rights therein at all times.

 

1. Definitions

1.1. The following definitions and rules of interpretation apply throughout these Terms.

“App” means the mobile application, available on either Android or IOS, by which Glorify provides Services in accordance with the End User License Agreement;

“Appointed User” means any individual authorized by the Purchaser to access and use the Services and who has created an account on the App;

“Appointed User Data” means any data, information, content, or any other material uploaded to the App which is either owned by or licensed to the Purchaser or any Appointed User;

“Business Hours” means from 08:00 to 18:00 (United Kingdom time) Monday to Friday (excluding public holidays). Other references in the Contract to times of day and to public/bank holidays relate to the United Kingdom;

“Confidential Information” means all information (however recorded or preserved) disclosed by a party or its Representatives whether before or after the Start Date including any information which is marked as confidential or has otherwise been indicated as being confidential or would otherwise be considered by a reasonable person as confidential and any and all Third Party Data viewed, disclosed or otherwise received through the App or otherwise via the Services;

“Contract” means the agreement between Glorify and the Purchaser comprising these Terms and the information provided during Onboarding, together with any  documents which are incorporated into the agreement between the parties by express reference;

“End User License Agreement” means the end user license agreement agreed to by an Appointed User when creating an account on the App for use of the Services.

“Fees” means the fees payable by the Purchaser to Glorify for the Services as presented during Onboarding according to the number of subscriptions purchased and the equivalent rate for that number;

“Glorify” means Tupoe LTD, trading as ‘Glorify’, a private limited company with company number 12199530 whose registered address is at 9 Thorney Leys Park, Whitney, Oxfordshire, OX28 4GE, United Kingdom;

“Glorify’s Privacy Policy” means Glorify’s privacy policy as updated by Glorify from time to time in accordance with relevant data protection legislation;

“Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;

“Onboarding” means the successful registration and onboarding of the Purchaser following completion of (i) the online order form; (ii) payment of the Fees via the Payment Link; and (iii) receipt or access of the onboarding link from Glorify , and “Onboarded” will have a corresponding meaning;

“Payment Link” means the payment link provided by Glorify for the purposes of paying the Fees in advance of providing the Services to Appointed Users;

“Purchaser” means the individual or organization purchasing the Services ;

“Representatives” means a party’s directors, officers, employees, agents, contractors or professional advisors;

“Services” mean the Glorify Plus services to be supplied by Glorify to Appointed Users by means of the App which may include the provision of support services;

“Start Date” means the date on which the first Appointed User access the Services by downloading the App via the Onboarding Link;

“Terms” means these terms and conditions; 

“Third Party Data” means any data which is provided by a third party as part of the Services .

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.3. Any reference to ‘in writing’ in this Contract shall expressly include email.

• 2. Term

• 2.1. This Contract shall commence on the Start Date. 
• 2.2. Unless terminated earlier in accordance with its terms, this Contract shall continue for one year

3. License 

3.1. From the Start Date, in consideration of the Fees paid by the Purchaser to Glorify, Glorify grants to the Purchaser a limited, non-exclusive, non-transferable, non-sub-licensable and revocable license for their  Appointed Users to use the Services subject to any restrictions and limitations set out herein, as well as stated in the applicable End User License Agreement.

3.2. At its sole discretion Glorify may, for technical, legal or operational reasons (i) change the content, software, data, format, medium, or form of delivery of any part of the Services; and/or (ii) suspend (permanently or temporarily) access to any part of the Services. Glorify will not suspend the Services for maintenance purposes during Business Hours, save in the event of an emergency. Before materially changing, or suspending any part of the Services, Glorify will give the Purchaser as much notice as is reasonably possible in the circumstances. Glorify shall not be liable to the Purchaser for any such change or suspension of the Services.

3.3. The Purchaser will not, and will not permit any third party (including any Appointed User) to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or App; (iii) permit any third party to access the Services except as permitted herein; or (iv) use the Services or App other than in accordance with the Contract and in compliance with all applicable laws and regulations, intellectual property, consumer and child protection, obscenity or defamation.  

3.4. The extraction or scraping of data from the Services using any method (whether manually or via use of automated systems or software) for any purposes (whether or not commercial), is expressly prohibited unless the Purchaser has concluded a written license agreement with Glorify permitting such extraction. Further, the use of automated systems or software to insert data onto the Services without the prior written consent of Glorify for any purposes is not permitted and shall be deemed a material breach of the Contract.

3.5. The Purchaser shall not copy, frame or mirror any content forming part of the Services or access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services or any underlying Intellectual Property Rights.  The Purchaser shall not remove, obscure or alter any title, trademark, copyright and/or restricted rights notices or labels from the Services.

3.6. The Purchaser shall not:

1. 1. sub-license, assign or novate the benefit or burden of this licence in whole or in part; or
   2. deal in any other manner with any or all of its rights and obligations under this Contract,

without the prior written consent of Glorify, such consent not to be unreasonably withheld or delayed.

3.7. The Purchaser shall not, and shall procure that no Appointed User shall, act in any way with respect to the Services which may bring Glorify and its reputation into disrepute and shall at all times act in good faith when utilising the Services.  

3.8. Glorify may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this license, provided it gives written notice to the Purchaser .

3.9. The Purchaser shall notify Glorify as soon as it becomes aware of any suspected or actual unauthorized use of the Services by any person.

3.10. This Contract and the relationship established hereunder is non-exclusive. Glorify is free to offer services that are the same or substantially similar to the Services to other individuals and organizations without limitation. The Services have not been developed to meet the Purchaser’s individual requirements.

4. Appointed Users

4.1. The Purchaser shall distribute the unique link or code provided by Glorify to be used by an Appointed User in order for that Appointed User to download and/or access the App (“Onboarding Link”).  The Onboarding Link will automatically expire once the number of agreed Appointed Users scan and/or click on the Onboarding Link.

4.2. In order to access the Services, the Purchaser acknowledges that any Appointed User shall be required to create a Glorify account accept the terms of the standard End User License Agreement as provided by Glorify, from time to time. Any failure by the Appointed User to access the Services due to non-acceptance of the End User License Agreement will not impact the Fees due to Glorify under the terms of the Contract. 

4.3. When more than twenty (20) subscriptions are purchased and at least ten (10) Appointed Users have access to the Services, Glorify shall provide engagement reports to the Purchaser with aggregated insights on the engagement of Appointed Users using the Services. The nature, frequency and detail of these engagement reports will be at Glorify’s discretion and may vary from time to time. .

4.4. The Purchaser shall procure that the Appointed Users (i) only access and use the Service in accordance with this Contract (including any restrictions and limitations presented during Onboarding) and the End User License Agreement; (ii) do not share access to the App or their respective usernames or passwords; and (iii) do not make any part of the Service available to any third party. In addition to its other rights, Glorify reserves the right to charge (and the Purchaser shall pay any) additional Fees for unauthorized usage of any part of the Service in line with Glorify’s standard list prices (as changed by Glorify from time to time).

4.5. The Purchaser is responsible for maintaining the confidentiality of the Onboarding Link , and is fully responsible and liable for all activity that occurs in accordance with its use. Glorify shall not be required to increase the number of Appointed Users using the Services where the Onboarding Link has been accessed by an unapproved third party and Glorify shall have no liability to the Purchaser with respect to any Onboarding Link accessed by such third party.

4.6. The Purchaser shall procure that all Appointed Users comply with the terms and conditions in this Contract and the End User License Agreement. Any breach by an Appointed User shall be deemed to be a breach by the Purchaser . The Purchaser shall be liable for the acts and omissions of all Appointed Users.

4.7. The Purchaser shall procure that Appointed User Data does not: (i) contain any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any laws, statutes, regulations or codes from time to time in force; (ii) infringe the Intellectual Property Rights of any third party; or (iii) contain viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful, or any other codes, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. 

4.8. The Purchaser shall promptly notify Glorify in the event of any known or suspected (i) unauthorized access or use of any part of the Services or any usernames or passwords including loss, theft, or unauthorized disclosure thereof; or (ii) breach of security.

4.9. The Purchaser shall ensure that all Appointed Users are fully informed of how Glorify will process personal data and Appointed User Data as set out herein. Such processing is necessary for the performance of this Contract and for the purposes of Glorify and its licensors legitimate interests.  

4.10. Where an Appointed User leaves an organization represented by the Purchaser, Glorify will not be under any obligation to remove that Appointed User’s access to the Services, nor shall Glorify provide an additional license for a further Appointed User within the Purchaser’s organization. 

4.11. The Purchaser will not be entitled, during the term of this Contract, to decrease the number of Appointed Users selected during Onboarding. Where the Purchaser wishes to increase the number of Appointed Users, the Purcahser will need to complete a new Onboarding process which shall be subject to the pricing of Glorify at the time of Onboarding. 

5. Authorized Representative and Appointed User Management

5.1. The Purchaser will act as the authorized representative of any organization on whose behalf they are purchasing.

5.2. Glorify shall be entitled to rely upon any instruction provided by the Purchaser as being binding on the relevant organization.

6. Support

6.1. Support shall be provided to Appointed Users in accordance with the End User License Agreement.

7. Fees

7.1. The Purchaser shall pay Glorify the Fees as consideration for access to the Onboarding Link and delivery of the Services to Appointed Users. 

7.2. All Fees are exclusive of VAT or any relevant local sales taxes, for which the Purchaser shall be responsible in accordance with applicable law. 

7.3. Fees will be paid to Glorify via the Payment Link sent to the Purchaser via email during Onboarding.

7.4. The Purchaser will pay the Fees within seven (7)  days of  receipt of the Payment Link . The Fee will be payable without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

7.5. Glorify will not provide the Onboarding Link for access to the Services until payment has been made via the Payment Link.

7.6. Glorify may, prior to any renewal of the Services  under this Contract (if applicable), increase and/or vary the Fees and the basis on which they are calculated.

8. Confidentiality and Publicity

8.1. Each party shall keep the other party’s Confidential Information confidential and shall not use, disclose or exploit any Confidential Information except where required in order to perform its obligations under this Contract. Each party agrees that they shall not directly or indirectly disclose or make available any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

8.2. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information to perform their obligations under this Contract, provided that: (i) it informs those Representatives of the confidential nature of the Confidential Information before disclosure; (ii) it ensures that those Representatives comply with this clause 8 as if they were the receiving party; and (iii) at all times, it is liable and responsible for each Representative’s compliance with this clause 8, and for any acts or omissions of the Representatives in relation to the Confidential Information as if they were the acts or omissions of the receiving party.

8.3. Information is not Confidential Information if: (i) it is, or becomes, generally available to the public other than as a direct or indirect result of its disclosure by the receiving party or its Representatives in breach of this Contract; (ii) it was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (iii) it was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not under any confidentiality obligation in respect of that information; (iv) it was lawfully in the possession of the receiving party before the information was disclosed to it by the disclosing party; or (v) it is developed by or for the receiving party independently of the information disclosed by the disclosing party.

8.4. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

8.5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Contract, are granted to the other party, or are to be implied from this Contract.

9. Glorify’s Warranties 

9.1. Glorify warrants that it has the right to license the use of App as set out in this Contract.

9.2. Glorify undertakes that it will provide the Services to Appointed Users substantially in accordance with good industry practice and with reasonable skill and care.

9.3. The Purchaser accepts responsibility for the selection of the Services to be made available to Appointed Users in order to achieve its intended results and acknowledges that the Services have not been developed to meet the individual requirements of the Purchaser or any Appointed User.

9.4. Neither Glorify nor any third party give any warranty, express or implied that (i) the Services or any output from the Services will be correct, accurate, complete or fit for any purpose; (ii) the availability of any part of the Services will be uninterrupted, timely, secure or error-free; (iii) defects or any errors in any part of the Services will be corrected; (iv) any part of the Services will meet any particular criteria of performance or quality; (v) the results obtained from use of any part of the Service by the Appointed User will be to that Appointed User’s expectations or desires; or (vi) the results obtained from use of any part of the Service will be accurate or reliable or that the quality of any part of the Service will meet the Purchaser’s or the Appointed User’s expectations. 

9.5. Except as set out herein, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10. Limits of Liability 

10.1. Except as expressly stated in clause 11.2:

1. 1. Glorify shall not in any circumstances have any liability for any losses or damages which may be suffered by the Purchaser or any Appointed User (or any person claiming under or through the Purchaser ), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories (but not limited to):
      1. special damage even if Glorify was aware of the circumstances in which such special damage could arise;
      2. loss of profits;
      3. trading losses;
      4. loss of anticipated savings;
      5. loss of business opportunity;
      6. loss of goodwill;
      7. loss or corruption of data,

provided that this clause 11.1(a) shall not prevent claims for loss of or damage to the Purchaser’s tangible property that fall within the terms of clause 11.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vii) inclusive of this clause 11.1(a); and

10.2. the total liability of Glorify, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees paid during the 12-month period immediately before the date on which the cause of action first arose.

10.3. The exclusions in clause 9.5 and clause 11.1 shall apply to the fullest extent permissible at law, but Glorify does not exclude liability for:

1. 1. death or personal injury caused by the negligence of Glorify, its officers, employees, contractors or agents;
   2. fraud or fraudulent misrepresentation; or
   3. any other liability which may not be excluded by law.

10.4. All dates supplied by Glorify for the delivery of the Services shall be treated as approximate only. Glorify shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

10.5. All references to “Glorify” in this clause 11 shall, for the purposes of this clause and clause 22 only, be treated as including all employees, subcontractors and suppliers of Glorify, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 22.

11. Branding 

11.1. During the Term, the Purchaser hereby grants to Glorify a non-exclusive and royalty-free license to use and display the  trademarks of the organization they represent on its public facing website and in its marketing material. The Purchaser shall provide up to date version of its trademarks on Glorify’s request. Any goodwill derived from the use by Glorify of the Purchaser’strademarks shall accrue to the Purchaser . No other rights or licenses are conferred on Glorify pursuant to this Contract except those expressly set out herein.

12. Intellectual Property Rights

12.1. The Purchaser acknowledges that all Intellectual Property Rights in the Services (including the App and any modifications, developments or new products made to, or associated with, the Services) shall belong to Glorify (or its third party licensors), and the Purchaser shall have no rights in or to the Services other than the right to authorize an Appointed User to utilize the Services.

12.2. The Purchaser acknowledges that the Services have been developed, compiled, prepared, revised, selected and arranged by Glorify and its licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property of Glorify and its licensors.

13. Data

13.1. In accordance with the End User License Agreement, Glorify may host, use, copy, store, collect, process, transmit, retain, publish and display Appointed User Data: (i) to the extent permitted in the End User License Agreement or as otherwise necessary for the purposes of the provision of any part of the Service to the Appointed Users; or (ii) to enable Glorify to perform its obligations hereunder, or under any Third Party License.

13.2. Glorify may use the Appointed User Data on an anonymous basis such that Glorify may aggregate such anonymised Appointed User Data with the anonymised data of its other customers and any third parties. Ownership of such anonymised and aggregated data and all Intellectual Property Rights thereto, will belong to Glorify or shall immediately vest in Glorify upon its creation (as the case may be).

14. Duration and Termination 

14.1. Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so.

14.2. Glorify may terminate this Contract, and remove access to the Services from any Appointed Users, at any time with immediate effect on 24 hours written notice where it is determined by Glorify in its sole discretion that the Purchaser or any Appointed User is utilizing the Services in a manner inconsistent with the policies and principles of Glorfy as provided from time to time.

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

14.4. On termination for any reason:

1. 1. all rights granted to the Purchaser under the Contract shall cease;
   2. the Purchaser shall cease all activities authorised by the Contract;
   3. the Purchaser shall immediately destroy or return to Glorify (at Glorify’s option) all copies of any Confidential Information held by the Purchaser, and all copies of the App or output from the Services then in its possession, custody or control and, in the case of destruction, certify to Glorify that it has done so.

14.5. Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination including clause 8, clause 9, clause 11 and clause 15 shall remain in full force and effect.

15. Waiver

15.1. No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Remedies 

16.1. Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Entire Agreement 

17.1. The Contract contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

17.2. Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this license or not) (“Representation”) other than as expressly set out in the Contract.

17.3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.

18. Variation 

18.1. No variation of a Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Glorify may, where required by applicable law, vary any provision of this Contract on providing no less than ten (10) days written notice to the Purchaser.

19. Severance 

19.1. If any provision or part-provision of this Contract 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 Contract.

19.2. If any provision or part-provision of this Contract is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Third Party Rights 

20.1. A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

20.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any person that is not a party to this Contract.

21. No Partnership or Agency 

21.1. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

21.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Force Majeure 

22.1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

23. Notices 

23.1. Any notice given under this Contract shall be in writing and signed by or on behalf of the party giving it, and shall be delivered personally, or by prepaid registered or certified mail (return receipt requested), or overnight delivery service to the relevant party at the address set out in the Schedule or such other address as shall have been designated to each other in writing in accordance with this clause 25. Notices shall be deemed served on delivery if delivered personally, five (5) days after posting if sent by prepaid registered or certified mail and two days after dispatch if sent by overnight delivery service.

24. Governing Law and Jurisdiction

24.1. This 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) shall be governed by and construed in accordance with the law of England and Wales.

24.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).