Terms of Service

These Terms of Service set out the terms under which Subscriptions are sold by Us to customers through this website, www.scoreapp.com (“Our Site”).  Please read these Terms of Service carefully and ensure that you understand them before you start using the Services.  You will be required to read and accept these Terms of Service when ordering a Subscription.  If you do not agree to comply with and be bound by these Terms of Service, you must not use the Services and you will not be able to purchase a Subscription.  These Terms of Service, as well as any and all Contracts are in the English language only.

PART 1 – TERMS OF SERVICE

1. Definitions and Interpretation 

1.1 In these Terms of Service, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

2.1 Our Site is owned and operated by Hyper Targeted Marketing Limited trading as ScoreApp a limited company registered in England under company number 12301024 whose registered office is at C/O Hillier Hopkins LLP First Floor, Radius House, 51 Clarendon Road, Watford, United Kingdom, WD17 1HP.

3. Access to and Use of Our Site

3.1 Access to Our Site is free of charge, however you will have to purchase a Subscription to access the Services.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

4. Accounts

4.1 Certain parts of Our Site (including the ability to purchase Services from Us) may require an Account in order to access them.

4.2 You may not create an Account if you are under 18 years of age.

4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.

4.4 We recommend that you choose a strong password for your Account. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately at [email protected]. We will not be liable for any unauthorised use of your Account.

4.5 You must not use anyone else’s Account.

4.6 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the law, as set out in Clause 24.

4.7 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access, and will result in cancellation of your current subscription. You can close account using the facility provided within your Account.

4.8 You are solely responsible for backing up any content or data entered into your Account by you. We strongly recommend that you regularly and completely backup all of your content and data in your Account.

4.9 You have the ability to upgrade or downgrade your Account, Subscription and the Services offered at any time.

4.10 Where an Account is downgraded You will be responsible for all the data within the Account and any loss of data caused by the downgrading and removal of any Service within the account connected to the downgrade.

4.11 You should backup and download your data prior to requesting a downgrade of your Subscription.

4.12 No refunds will be offered for downgraded Accounts that have been downgraded before the end of the current billing period on the Account. The new lower charge will be automatically applied at the start of the next billing period. This applies to both monthly and yearly billing periods.

4.13 Where an Account is upgraded the pro-rated amount covering the remaining part of the current billing period will be charged immediately and the new higher charge will be automatically applied at the start of the next billing period. This applies to both monthly and yearly billing periods.

4.14 Trial or offer periods are offered at Our sole discretion and are subject to withdrawal at any time and without notice.

4.15 Only one person may use a single free or trial Account, the Account cannot be shared amongst multiple individuals.

4.16 These Terms of Service apply to all trial or offer period Accounts.

5. Terms of Service

5.1 These Terms of Service constitute the entire agreement between Us and you with respect to your purchase of Subscriptions from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Service and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

6. Subscriptions, Pricing and Availability

6.1 We may from time to time change Our prices. Changes in price will not affect the current billing period of any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price at least 10 days before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 11.

6.2 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any current or previous subscription billing periods (please note sub-Clause 6.6 regarding VAT, however).

6.3 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 10 days, We will treat your order as cancelled and notify you of this in writing.

6.4 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you as soon as possible and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.2.

6.5 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.

6.6 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

6.7 For current pricing and plans please see the pricing page located on Our Site.

6.8 We reserve the right to change pricing, plans and the features offered. You will be notified at least 10 days in advance of any changes that may affect You.

7. Orders – How Contracts Are Formed

7.1 Our Site will guide you through the process of purchasing a Subscription and your renewal. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

7.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end.

7.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a welcome email will there be a legally binding Contract between Us and you.

7.4 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.

7.5 Any refunds due under this Clause 7 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

7.6 Refunds under this Clause 7 will be made using the same payment method that you used when purchasing your Subscription.

8. Payment

8.1 Payment for Subscriptions must always be made either monthly or yearly in advance. Your chosen payment method will be charged when We process your order, and where you have provided an email address for invoicing purposes, a monthly invoice email will be sent to this email address.

8.2 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

8.3 If you do not make any payment due to Us on time, We will suspend your access to Our Site. If you do not make payment within 10 days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

8.4 If you believe that We have charged you an incorrect amount, please contact Us at [email protected] as soon as reasonably possible to let Us know.

8.5 If you upgrade from a free or trial Account you will be immediately charged for the necessary full Account or Accounts.

8.6 Where you purchase monthly subscription, Your monthly payment will be due from that date each month. Where you purchase an annual Subscription, (where this option is offered by us) payment for each 12 month period will be taken in full upfront at the beginning of your Subscription and then on each Subscription anniversary, unless you cancel your subscription.

8.7 It is a condition of use that a valid debit or credit card is provided at all times in order for your Account or Accounts to remain active.

8.8 Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your Account or Accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your Account or Accounts.

9. Provision of Services

9.1 Services appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended.

9.2 In some limited circumstances, We may need to suspend the provision of Services (in full or in part) for one or more of the following reasons:

9.2.1 To fix technical problems or to make necessary minor technical changes;

9.2.2 To update the Services to comply with relevant changes in the law or other regulatory requirements; or

9.2.3 To make more significant changes to the Services.

9.3 If We need to suspend availability of the Services for any of the reasons set out in sub-Clause 9.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Services, in which case We will inform you as soon as reasonably possible after suspension). If the suspension lasts (or We tell you that it is going to last) for more than 30 days, you may end the Contract as described below in sub-Clause 11.2.

9.4 We may suspend provision of the Services if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment within 10 days of Our notice, We may suspend provision of the Services until We have received all outstanding sums due from you. If We do suspend provision of the Services, We will inform you of the suspension. You will not be charged for any Services while provision is suspended.

10. Licence

10.1 When you purchase a Subscription, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use our Services. The licence granted to you does not give you any rights in Our Services (including any material that We may licence from third parties).

10.2 Except for as permitted under these Terms of Service, You must not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Services (or any part of it) or make it available to the public.

11. Ending Your Subscription

11.1 You may cancel your Subscription at any time. We will not provide any pro rata refunds in respect of any remaining Subscription Period, but you will continue to have access to the Services for such period (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

11.2 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation by email or in your Account section. Cancellation by email is effective from the date on which you send Us your message. If you would prefer to contact Us directly to cancel, please email us at [email protected] providing Us with your name, email address and account name.

11.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services, however please note that you are under no obligation to provide any details if you do not wish to.

11.4 We take all reasonable steps to ensure that the Service is available and functioning fully at all times, however, we cannot guarantee this.

11.5 If you are accessing the Services for free during any trial period offered by us, we may close your Account and/or prevent your access to and use of the Services at any time by providing you one month’s notice without liability to you.

11.6 We may terminate your Subscription and your user Account and all content and materials associated with it at any time where:

11.6.1 you have breached or we suspect you are in breach of these Terms of Service

11.6.2 we suspect that you are doing something illegal;

11.6.3 any fees due under these Terms of Services are outstanding for thirty (30) days from the due date;

11.6.4 in our reasonable opinion, the security or integrity of the Services has been, or may be, compromised or otherwise may be at risk; or

11.6.5 we decide to do so for convenience. In this case a prorated refund for any unused time within the current billing period will be provided. Such termination can be with or without notice.

12. Referrals

12.1 Where you have generated a referral link on Our Website, you agree to take all reasonable endeavours to ensure that you send the referral link to only those recipients who you believe (to the best of your knowledge) may be genuinely interested in such communication.

12.2 Where a recipient of such a referral link, purchases a Subscription within 6 months of clicking your referral link, you will be entitled to a commission based on the Subscription amount and as described in the referral programme area within your dashboard.

12.3 Any commissions earned is paid out quarterly and only when the total commissions owed is at least £30

PART 2 – TERMS OF USE

13. Intellectual Property Rights

13.1 All intellectual property in the Services and Our Site and Content, unless specifically labelled otherwise, belongs to Us or our licensors.

13.2 Subject to sub-Clauses 12.3 and 12.5 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.

13.3 You may:

13.3.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);

13.3.2 Download Our Site (or any part of it) for caching;

13.3.3 Print one copy of any of any pages from Our Site;

13.3.4 Download extracts from pages on Our Site; and

13.3.5 Save pages from Our Site for later and/or offline viewing.

13.4 Our status as the owner and author of the Content accessed via Our Site (or that of identified licensors, as appropriate) must always be acknowledged.

13.5 You may not disclose any Content saved or downloaded from Our Site to third parties (save for any professional advisors or consultants) for commercial purposes without first obtaining our (or our licensors’, as appropriate) written consent to do so. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by business users or consumers.

13.6 We do not condone or encourage in any way the posting of copyrighted or proprietary content or information by any users who are not the legal owners of such content. Any person may contact us and/or send us an “Infringement Notice” if any of your Content (or part thereof) available through Our Site or Services infringes their rights or fails to comply with these Terms. We will respond to all Infringement Notices. Where notified of such breaches by the owner of such content We will remove the content from the Service as soon as practicable but only where We can reasonably ascertain the true owner of such content.

13.7 If as the owner of such content You believe that your rights have been infringed You should contact us as soon as possible and provide all relevant information in writing.

13.8 You shall, at all times hold harmless and indemnify us against all losses, damages, actions, costs or expenses and other liabilities (including reasonable legal fees) incurred by, or awarded against us arising out of or in connection any claim regarding any intellectual property rights breach or alleged breach, brought by any third party in relation to your use of the Services or Our Site.

14. Links to Our Site

14.1 You may link to Our Site provided that:

14.1.1 You do so in a fair and legal manner;

14.1.2 You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

14.1.3 You do not use any logos or trade marks displayed on Our Site without Our express written permission; and

14.1.4 You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

14.2 You may not link to Our Site from any other site the main content of which contains material that:

14.2.1 is sexually explicit;

14.2.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;

14.2.3 promotes violence;

14.2.4 promotes or assists in any form of unlawful activity;

14.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

14.2.6 is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

14.2.7 is calculated or is otherwise likely to deceive another person;

14.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

14.2.9 misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 13.2);

14.2.10 implies any form of affiliation with Us where none exists;

14.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database rights) of any other party; or

14.2.12 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

15. Links to Other Sites

Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

16. Disclaimers

16.1 Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.

16.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.

16.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

17. Liability

17.1 To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.

17.2 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.

17.3 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

17.4 We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.

17.5 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

17.6 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

17.7 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount of your Subscription Fees in the 12 month period ending on the date of the breach or claim.

17.8 You shall defend, indemnify and hold Us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Our Site unless caused by our negligence.

18. Viruses, Malware and Security

18.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.

18.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.

18.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

18.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

18.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

18.6 By breaching the provisions of sub-Clauses 17.3 to 17.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

19. Acceptable Usage Policy

19.1 You may only use Our Site in a manner that is lawful. Specifically you must not:

19.1.1 use Our Site in any way, or for any purpose, that is unlawful or fraudulent;

19.1.2 use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

19.1.3 use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way;

19.1.4 abuse, harass, threaten, stalk, defame or in anyway seek to violate the rights of another user or third-party;

19.1.5 publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libellous, profane, defamatory, racist, or in any other way inappropriate or objectionable;

19.1.6 use or harvest data provided by other users in a way that they would object to;

19.1.7 encourage illegal activity or activity that violates the rights of other Service users or third parties, whether individuals or organisations;

19.1.8 supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us;

19.1.9 pose as another user, third-party or organisation employee for the purposes of obtaining user or third-party information;

19.1.10 transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.

19.1.11 attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the Services provided by or relied upon by users and Us.

19.1.12 reframe or repurpose the Service or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Service;

19.1.13 load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third-party or infringes any intellectual property law;

19.1.14 send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money; and

19.1.15 use any robot, spider, scraper or other technical means to access the Service or any content on the Service.

19.2 We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 18 or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:

19.2.1 suspend, whether temporarily or permanently, your right to access Our Site;

19.2.2 issue you with a written warning;

19.2.3 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

19.2.4 take further legal action against you as appropriate;

19.2.5 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

19.2.6 any other actions which We deem reasonably appropriate (and lawful).

19.3 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.

19.4 You must ensure that you comply fully with any and all local, national or international laws and/or regulations.

19.5 If you breach these Terms of Service by sending any unsolicited bulk email, (spam) or any other bulk communications to users your actions will cause harm to Us and to the Service. Such harm is difficult to quantify and as such you agree to pay us the sum of £50 for each and every individual email or other communication sent to a user or third-party.

20. Events Outside of Our Control (Force Majeure)

20.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

20.2 If any event described under this Clause 19 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Service:

20.2.1 We will inform you as soon as is reasonably possible;

20.2.2 We will take all reasonable steps to minimise the delay;

20.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Service (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

20.2.4 If the event outside of Our control continues for more than 90 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 10 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription.

21. Changes to these Terms and Conditions

21.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.

21.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

22. Contacting Us

To contact us, please use the following method: email: [email protected]

23. Technical Support

23.1 We will provide technical support via email and such other means as we decide in order to provide support service to users.

23.2 We reserve the right not to provide a full technical support service to free or trial Account users.

24. Communications from Us

24.1 If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.

24.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 10 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.

25. How We Use Your Personal Information (Data Protection)

25.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

25.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy.

25.3 We will process any personal data in accordance with Part 3. If there are international transfers of personal data We will comply with the standard contractual clauses set out in Part 4.

26. Other Important Terms

26.1 We may transfer (assign) Our obligations and rights under these Terms of Service (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Service will not be affected and Our obligations under these Terms of Service will be transferred to the third party who will remain bound by them.

26.2 You may not transfer (assign) your obligations and rights under these Terms of Service (and under the Contract, as applicable) without Our express written permission.

26.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Service.

26.4 If any of the provisions of these Terms of Service are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Service. The remainder of these Terms of Service shall be valid and enforceable.

26.5 No failure or delay by Us in exercising any of Our rights under these Terms of Service means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Service means that We will waive any subsequent breach of the same or any other provision.

26.6 We may revise these Terms of Service from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Service as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

27. Law and Jurisdiction

27.1 These Terms of Service, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

27.2 Any disputes concerning these Terms of Service, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

PART 3 – DATA PROTECTION

1. Data Protection

All personal data that ScoreApp may use will be collected, processed, and held in accordance with the provisions of UK GDPR.

2. Data Processing

2.1       In this Schedule:

2.1.1 “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”); and

2.1.2 “Data Protection Legislation” means 1) the retained EU Law version of EU Regulation 2016/679 General Data Protection Regulation (“UK GDPR”) 2) the Data Protection Act 2018 (“DPA”) and 3) any legislation which succeeds the GDPR and or the DPA.

2.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 2 nor any other provisions of this Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

2.3 For the purposes of the Data Protection Legislation and for this Clause 2, ScoreApp is the “Data Processor” and You are the “Data Controller”.

2.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in the Annex to this Schedule.

2.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Annex to this Schedule.

2.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

2.6.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

2.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures.

2.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

2.6.4 Not transfer any personal data outside of the United Kingdom and/or European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied

2.6.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

2.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;

2.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

2.6.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

2.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

2.6.6 Notify the Data Controller without undue delay of a personal data breach;

2.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

2.6.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 2 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

2.7 The Data Controller hereby grants its general authorisation to the appointment of Sub-processors listed below:

Sub-processor	Purpose	Location of data processing
Heroku, Inc	Cloud hosting	EU
Postmark / ActiveCampaign, LLC – (Optional)	Email sending	USA
OpenAI, L.L.C – (Optional)	AI Generative content	USA
Emailmovers Ltd – (Optional)	Data enrichment	EU

If Data Processor seeks to replace any existing Sub-processor and/or appoint any new Sub-processor, Data Processor will provide Data Controller with 30 days’ prior notice of the proposed change in Sub-processor(s) and Data Controller shall have the right to object to such change within 14 days after its receipt of such notice. Data Controller’s sole remedy if it does not agree to the replacement or appointment of a Sub-processor shall be to cancel the Subscription. With respect to each Sub-processor, Data Processor shall:

• enter into a written contract with the Sub-processor which shall contain terms materially the same as those set out in this Part 3;
• remain liable to Data Controller for any failure by the Sub-processor to fulfil its obligations in relation to the processing of any Personal Data.

Annex to Schedule

Pursuant to Clause 2.4 of the Schedule, the following sets out the type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing:

Scope, purpose and nature – Processing for the purposes of:

• provision of the Service and any technical support in connection with Data Controller’s use of the services; and

producing anonymised or anonymised and aggregated statistical reports and research and product and service development by Data Processor. Duration of the processing –term of the agreement and two years after

Types of personal data – contact details, profile information and interests

Categories of data subject – End-customers of the Data Controller