AwesomeWall Terms of Use

PLEASE READ THIS DOCUMENT CAREFULLY. IT IS A CONTRACT THAT CONTAINS IMPORTANT INFORMATION ABOUT YOUR USE OF THE AWESOMEWALL PLATFORM. BY SIGNING UP, YOU AGREE THAT YOU ACCEPT THESE TERMS OF USE, WHICH INCLUDE OUR PRIVACY POLICY (THE "PRIVACY POLICY") AND THAT YOU AGREE TO ABIDE BY THEM.

  1. INFORMATION ABOUT US

    1. AwesomeWall is a platform and service operated by We Make Awesome Sh Limited, a company registered in England and Wales with company number 07854636 with registered office Arcadia House, Maritime Walk - Ocean Village, Southampton, SO14 3TL, UNITED KINGDOM ("WMAS", we, us, our etc).
    2. These terms (together with the information referred to including the Sign Up Process) set out the Terms under which you (the "Client", you, your etc) may use the AwesomeWall Platform. Please read these Terms of Use carefully before you start to use the AwesomeWall Platform.
  2. DEFINITIONS

    1. In this Agreement, unless the contrary intention appears:

      “Agreement” or "Terms" means these Terms of Use together with all other documents referred to;

      "AwesomeWall Platform" means the AwesomeWall platform as described at awesomewallhq.com.

      “Claims” means all damages, claims, actions, suits, proceedings, actions, liabilities, penalties, demands, sanctions, fines, charges, losses, costs and expenses (including reasonable external legal fees);

      "Client" means you as a person or entity that has signed up to receive the Service;

      “Client Content” means all content, information, text, pictures, sound, graphics, video, data or other materials including all Client branding and trade marks provided by the Client to brand or customise any bespoke presentation of the AwesomeWall Platform;

      "Client User" means any user of the AwesomeWall Platform that is employed or contracted by the Client or who otherwise uses the AwesomeWall Platform on the instruction of the Client or through the Client's account;

      “Fees” the fees for the Service as specified in the Sign Up Process;

      “Insolvency Event” means a person becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction), makes an arrangement with its creditors, becomes subject to an administration order, has a receiver or administrative receiver appointed over all or any of its assets, takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or is dissolved, or undergoes a similar or equivalent process in any jurisdiction;

      "Intellectual Property" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, Confidential Information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

      “Law” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;

      “Minimum Period” means the minimum period or a week, month or year that the Client commits to pay for the Service as set out in the Sign Up Process;

      "Sign Up Process" means the process on the AwesomeWall website via which the Client signs up to engage WMAS to provide the Service;

      “Service” means the service to be supplied by WMAS under this Agreement being access to and use of the AwesomeWall Platform as permitted herein;

      “Social Media Platform" means any platform such as Facebook, Twitter or Instagram with which the AwesomeWall Platform integrates to receive feeds of content;

      “Social Media Platform Content” means all content, information, text, pictures, sound, graphics, video, data or other materials sourced from Social Media Platforms to populate the content on the AwesomeWall Platform;

      “Start Date” means the date the Client completes the Sign Up Process and orders the Service;

      “Supplier Functionality” means the functionality, software, tools, code or other items which WMAS or its licensors own or control in relation to the AwesomeWall Platform, but not the Social Media Platform Content or the Client Content;

      "Term" means the Minimum Period and any renewals;

      “VAT” means value added tax as provided for in the Value Added Tax Act 1994;

      “Virus” means any “back door”, “Trojan Horse”, “time bomb”, “worm”, “drop dead device”, “virus” or other software intended or designed to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;

      “Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.

    2. In this Agreement, unless the context otherwise requires:
      1. words importing a gender include any other gender;
      2. words in the singular include the plural and vice versa;
      3. a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate;
      4. a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time;
      5. a reference to a document shall include all authorised amendments, supplements to and replacements to that document;
      6. a reference to the parties shall include their permitted successors and assigns;
      7. where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and
      8. the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.
    3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
  3. SERVICES

    Subject to acceptance by you of and your compliance with the Terms, and receipt of the Fees, WMAS will provide the Service for the Term.

  4. CLIENT'S USE OF THE AWESOMEWALL PLATFORM AND RESTRICTIONS

    1. Subject to payment of the Fee, and compliance with the Terms, the Client has a limited, non-exclusive, non-transferable, revocable right to use the AwesomeWall Platform during the Term.
    2. Notwithstanding anything else in this Agreement, the rights and permissions granted and the Client's use of the AwesomeWall Platform will be specifically limited as follows:
      1. the AwesomeWall Platform may only be made accessed and used by the Client including your Client Users;
      2. the AwesomeWall Platform will not be used for any revenue generating purposes without prior approval, including:
        1. the sale of or charging for access;
        2. the sale of advertising, sponsorships, or promotions;
      3. The Client will not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt the AwesomeWall Platform in whole or in part.
    3. The Client is responsible for maintaining the confidentiality of any sign up information or account password or information, and you are solely responsible for all activities or access that occur under your password or via your account, by you or any person or entity using your password, whether or not such access or use has been authorised by you. You must immediately notify us of any unauthorised use of your password or account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your password or access to your account contrary to these Terms.
    4. WMAS does not, unless otherwise agreed, provide any equipment or display units. You are responsible for sourcing and providing these and any compatibility requirements. You are also responsible for arranging and maintaining appropriate internet or other network connections and any associated contracts or fees associated with such connectivity.
  5. WMAS WARRANTIES AND DISCLAIMERS

    1. WMAS warrants, represents or undertakes that:
      1. it has full right, power and authority to enter into this Agreement;
      2. it has all the rights, licences, permits, approvals and clearance of third party rights as required by Law and as are necessary to perform its obligations under this Agreement and to supply and use, and permit the Client to use the AwesomeWall Platform in accordance with this Agreement;
    2. This Agreement sets out the full extent of WMAS’s obligations and liabilities in respect of the supply of the Service and the AwesomeWall Platform. All conditions, warranties or other terms concerning the Service which might otherwise be implied into this Agreement (whether by statute or otherwise) are hereby expressly excluded.
    3. WMAS makes no warranties or other assurances as to the fitness for purpose of the Service or the AwesomeWall Platform, or the Social Media Platform Content, nor that they will produce any specific results, have any particular effectiveness nor create any revenue or other business benefits.
    4. The AwesomeWall Platform and Services are provided "as is". WMAS will use reasonable endeavours to make the AwesomeWall Platform available as intended at all times, subject to notified downtime or maintenance periods. However, in any event we are dependent on various third party networks, platforms, infrastructures and API's, and as such can give no guarantee of availability or functionality.
    5. In particular, in relation to the Social Media Platform Content, we are reliant on and limited by the relevant Social Media Platform's functionality and the relevant user's privacy or sharing settings on their own Social Media Platform account. We can only display content that the relevant platform sends to us, and can't guarantee that every post will come through to the AwesomeWall Platform.
    6. WMAS is not responsible for in any way, the Social Media Platform Content. See Section 7 for more detail.
  6. CLIENT WARRANTIES

    1. The Client warrants, represents and undertakes that:
      1. it has full right, power and authority to enter into this Agreement;
      2. it has all the rights, licences, permits, approvals and clearance of third party rights as required by Law and as are necessary to perform its obligations under this Agreement including if applicable to supply and use, and permit WMAS to use the Client Content, if applicable, in accordance with this Agreement;
      3. the Client Content, if applicable, will contain nothing that infringes the statutory, common law, or Intellectual Property rights or any other right, title or interest of any third party, nor anything that is libelous, obscene, indecent, illegal, discriminatory, hateful, abusive or confidential;
      4. the Client Content, if applicable, does not and will not include or incorporate any Virus;
      5. it shall not use the AwesomeWall Platform for any purpose that infringes the statutory, common law, or Intellectual Property rights or any other right, title or interest of any third party, nor that is libellous, obscene, indecent, illegal, discriminatory, hateful, abusive or confidential, and shall comply with, and ensure that the Client's use of the AwesomeWall Platform at all times will comply with, the Law;
  7. CONTENT COMPLIANCE

    1. The Client specifically acknowledges that:
      1. WMAS is not selecting, curating or moderating the Social Media Platform Content, and has no responsibility or liability for the Social Media Platform Content including but not limited to any clearances or other compliance of the content;
      2. the Client has sole responsibility and liability for the Social Media Platform Content including but not limited to the selection, curation, moderation or any review, clearances or other compliance, and all other aspects of the Social Media Platform Content;
      3. As between the Client and WMAS, the Client is deemed to be the Publisher of all Social Media Platform Content displayed through the AwesomeWall Platform.
    2. Notwithstanding the above, WMAS reserves the right to remove Social Media Platform Content and/or Client Content from the AwesomeWall Platform in the event that in its reasonable opinion it breaches the terms of this Agreement, or otherwise infringes the statutory, common law, or Intellectual Property rights or any other right, title or interest of any third party, or is libellous, obscene, indecent, illegal, discriminatory, hateful, abusive or confidential, or otherwise does not comply with the Law, or for any other reason at its sole discretion.
  8. INTELLECTUAL PROPERTY

    1. The ownership of all Intellectual Property rights in Supplier Functionality is retained by and shall remain vested in WMAS, its licensors or other third parties.
    2. The ownership of all Intellectual Property rights in the Client Content is retained by and shall remain vested in the Client, its licensors or other third parties.
    3. The Client grants to WMAS and any subcontractors a limited, non-exclusive licence to use the Client Content, solely for the performance of WMAS's obligations under this Agreement.
    4. To the extent that, by operation of law, any further Intellectual Property rights (or other legal or equitable rights) in such Client Content are created by WMAS, WMAS assigns to the Client all right title and interest (including all Intellectual Property rights) throughout the world.
  9. FEES, MINIMUM PERIODS AND CANCELLATION

    1. In consideration of the provision by WMAS of the Service, the Client shall pay to WMAS the applicable Fees for the applicable level of Service, as indicated on the Sign Up Process.
    2. Fees will be charged in advance starting on the date the Sign Up Process is completed and will be automatically charged and collected again at the start of each renewal of the Minimum Period.
    3. The Client is agreeing to the Minimum Period set out in the Sign Up Process which will automatically roll over and renew unless cancelled by the Client.
    4. The Client may cancel at any time, which will take effect at the end of the then current Minimum Period. Cancellation is done by emailingawesomewall@wemakeawesomesh.it.
    5. All sums due under this Agreement are exclusive of VAT, sales and other applicable taxes which shall be paid by the Client at the rate and in the manner prescribed by Law.
    6. Any person, company or other legal entity is eligible as a Client, unless you are based outside of the UK, but in the EU, and do not have a VAT number.
  10. CANCELATION WITHIN 14 DAYS BY A CONSUMER

    1. This section applies to you if you are a "consumer" as defined under the Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013.
    2. If you are a consumer and have signed up to the Services over the internet, you have 14 days to change your mind and get a refund. The cancellation period ends at the end of 14 days after the day on which you complete the Sign Up Process and place an order.
    3. You can cancel the Agreement within those 14 days by (i) using the model cancellation form which can behttp://a.awesomewallhq.com/modelcancelatiion; or (ii) emailing us atawesomewall@wemakeawesomesh.it.
    4. Please note that when you complete the Sign Up Process and place an order, you inherently expressly request that we may start to provide the Service to you within the 14 day cancellation period.
    5. If you cancel and we have already begun the supply of the Service, you will only be entitled to a part refund reflecting the time or usage you have made of the Service, or no refund if the Service has been completed. We may also retain the costs of any set up or preliminary work associated with that Service - including the full cost of charges that were discounted or advertised as free as a condition of taking the Service on the terms that you agreed.
    6. All reimbursements shall be made to you within fourteen days of your cancellation and using the same means of payment as you used for the initial transaction.
  11. TERMINATION

    1. Either party shall have the right to immediately terminate this Agreement upon prior written notice:
      1. in the event the other party commits a material breach of its obligations under this Agreement, and, if the breach is capable of remedy, fails to remedy it during the period of twenty (20) Working Days starting on the date of receipt of notice requiring it to be remedied;
      2. in the event the other party experiences an Insolvency Event;
    2. In the event of termination or expiry of this Agreement:
      1. WMAS shall deliver (in a secure manner) or destroy (at the Client’s option) any Client Content in its possession, custody or control and certify that it has done so and no copies have been retained;
      2. the Client agrees to promptly pay to WMAS any undisputed Fees due to it in respect of Service properly performed and delivered in accordance with the terms and conditions of this Agreement;
      3. the Client will cease all use of the AwesomeWall Platform.
  12. LIABILITY

    1. Subject to clause 12.5, neither party shall be liable to the other under, or in connection with, this Agreement in contract, tort, negligence, for any loss of any indirect or consequential loss whatsoever (including any loss of profits, business, revenue, anticipated revenue, goodwill, opportunity, savings, or data).
    2. WMAS agrees to fully indemnify the Client against all Claims brought against, suffered or incurred by the Client as a result of the use by the Client of the Supplier Functionality.
    3. The Client agrees to fully indemnify WMAS against all Claims brought against, suffered or incurred by WMAS as a result of:
      1. the use on the AwesomeWall Platform of the Client Content;
      2. save as related to any Supplier Functionality, the use of the AwesomeWall Platform by the Client; and/or
      3. the Social Media Platform Content made available or displayed through the AwesomeWall Platform.
    4. Subject to clause 12.2, 12.3 and 12.5, each party’s total liability to the other party in contract, tort (including negligence) or otherwise shall be limited to an amount equal to the total sums paid by the Client under this Agreement.
    5. Nothing in this Agreement shall exclude or limit either party's liability to the other for:
      1. personal injury or death resulting from negligence;
      2. fraud or fraudulent misrepresentations; and
      3. for any other reason which may not be excluded by Law.
    6. The indemnified party agrees:
      1. to notify the indemnifying party forthwith on it becoming aware of any Claim or potential Claim under this clause 12;
      2. not to settle compromise or negotiate the settlement of any such Claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld); and
      3. if requested by the indemnifying party, to pass the conduct of any such Claim to the indemnifying party (at the indemnifying party’s cost).
  13. ASSIGNMENT

    The Client may not assign, transfer or, subcontract or sub-license any of its rights or obligations under this Agreement without the prior written consent of WMAS.

  14. WAIVER

    No failure to exercise and no delay in exercising, on the part of either of the parties, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of that right or remedy and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy.

  15. SEVERANCE

    In the event that any of the terms, conditions or provisions of this Agreement are held to be illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.

  16. NO PARTNERSHIP

    Nothing in this Agreement shall constitute, or be deemed to constitute a relationship of partnership or profit sharing in the nature of a partnership between the parties nor, except as expressly provided, shall either party be deemed to be the agent of the other .

  17. THIRD PARTY RIGHTS

    Other than as described below, this Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to it and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.

  18. SURVIVAL

    1. Termination or expiry of this Agreement shall be without prejudice to any rights, remedies or obligations which shall have accrued to either party pursuant to this Agreement or prior to such termination or expiry.
    2. The provisions of clauses 2 (Definitions) 11 (Termination), 12 (Liability), 14 (Waiver), 15 (Severance), 16 (No Partnership), 17 (Third Party Rights), 18 (Survival), 23 (Entire Agreement) and 24 (Governing Law) shall survive termination or expiry of this Agreement.
  19. PUBLICITY

    WMAS shall be entitled to use the Client name and logo, and stills from the project as a factual, non endorsing reference, on WMAS’s website and marketing, to the fact that the Client is a client of WMAS.

  20. COUNTERPARTS

    This Agreement may be executed in any number of counterparts, each of which when taken together shall constitute one and the same agreement.

  21. FURTHER ASSURANCE

    Each party shall from time to time execute such documents and perform such acts and things as any party may reasonably require to give full effect to the provisions of this Agreement and the transactions contemplated by it.

  22. VARIATION

    This Agreement may not be modified or amended except in writing by a duly authorised representative of each party.

  23. ENTIRE AGREEMENT

    This Agreement (as amended from time to time) together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters except in relation to fraudulent misrepresentations. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. In the event of any conflict of provisions, the Schedules will take precedence.

  24. GOVERNING LAW

    1. This Agreement 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.
    2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
    3. Nothing in this Agreement shall prevent either party from applying to and obtaining from any court having jurisdiction injunctive or other equitable relief.