STANDARD TERMS OF BUSINESS
BACKRUNS® The Platform; Welcome to BACKRUNS® ("the Platform"). By accessing or using our Platform, you agree to comply with and be bound by the following Terms and Conditions ("Terms"). Please read these Terms and Conditions carefully before using our Platform. Use of the websites BACKRUNS.COM and BACKRUNS.CO.UK is governed by the Standard Terms of Business set out below and the terms of our UK GDPR and Privacy Policy ("Terms" and "Privacy"). Please read our Privacy Policy carefully.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services that we are providing to you on these Terms.
Terms: the terms and conditions set out in this document.
Writing or written: includes email.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 The headings do not affect the interpretation of these Terms.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. Customer basis of agreement
2.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
2.2 These Terms shall become binding on you and us and a contract shall be formed between us upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally), whichever is the earlier.
2.3 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.
3. Customer subscriptions
3.1 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
3.2 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus into the Services or the Supplier's network and information systems.
3.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.4 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any partner, subsidiary or holding company of the Customer.
4. Services
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer online and subject to the terms of this agreement.
4.2 We shall provide the following Services to you:
The business of the company BACKRUNS® Limited is the development, sale and operation of a software platform owned or licensed by the Company BACKRUNS® Limited, delivered over the internet, and maintained for use by business and domestic customers in all transportation for bookings and fleet management subject to variation from time to time in accordance with the provisions of this agreement (“Services”)
4.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures or websites do not form part of the Contract and are for illustration purposes only
4.4 The Supplier shall use reasonable endeavours to make the online Services and on-demand support services available 24 hours a day, seven days a week...except for:
(a) Notwithstanding the foregoing, the Supplier reserves the right, in its sole discretion, to suspend, interrupt, or restrict access to all or any part of the Services at any time, with or without notice, for the purposes of carrying out maintenance, updates, upgrades, repairs, or improvements to the Services
(b) The Supplier shall not be liable for any unavailability of the Services arising from such activities
4.5 The Customer may purchase enhanced support services separately at the Suppliers then current rates.
5. Data protection
5.1 We collect and process your personal data in accordance with our Privacy Notice that you can view at BackRuns - Privacy Policy
6. Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. Supplier's obligations
7.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The Supplier's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
8. The Supplier:
(a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free; or
(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
(iii) the Software or the Services will be free from Viruses.
(iv) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.2 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8.3 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8.4 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. Backup data is kept for a maximum of 6 months. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
9. Customer's obligations
9.1 To access the service the Customer must create an Account and provide accurate information and is responsible for;
(a) Maintaining the confidentiality of credentials
(b) All activity under their Account
(c) Ensuring their Account is not shared with unauthorised persons
(d) Notifying BACKRUNS Limited immediately if become aware of any unauthorised access od security breach
(e) BACKRUNS Limited may suspend or terminate Accounts suspected of misuse
9.2 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(e) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9.3 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
10. Charges and payment
10.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 9, clauses 4.5 and 11.1.
10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete direct debit details, or credit card details acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) Its direct debit details to the Supplier, the customer hereby authorises the supplier to bill via direct debit:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 11.1, on each month or anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 11.1, on each month or anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
10.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
10.5 If, at any time during the Term, the Customer exceeds the volume of SMS messages or any usage limits applicable to the Additional Services, the Supplier shall be entitled to charge the Customer for such excessive usage at the Supplier’s then-current rates.
10.6 The Customer shall pay all such charges in accordance with this Agreement. The Supplier’s applicable rates for excess usage as at the Effective Date are set out in Schedule 1, as may be amended from time to time in accordance with this Agreement.
10.7 The Supplier shall be entitled to increase the Subscription Fees.
11. Proprietary rights
11.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
11.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.3 BACKRUNS Limited grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the service for your chauffeur/Operator business. The Customer must NOT:
(a) Copy, reproduce, or distribute material modify or create derivative works
(b) Reverse engineer the platform
(c) Sell, licence, or commercially exploit the content
(d) Remove, copyright or propriety notices
(e) Attempt to disrupt or interfere with the service
12. Term and Termination
12.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective date and shall continue for the initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (for monthly Subscription Term) or 12 months (annual Subscription Term) (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
12.2 Notwithstanding the provisions of clause 2, we may terminate this Contract on 1 months’ notice for any reason with no liability to provide any further services to you.
12.3 You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
12.4 Notwithstanding the provisions of clause 2 or clause 10, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
(a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business;
(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests
(f) an order is made or a resolution is passed for your winding up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property;
(h) a receiver is appointed of any of your assets or undertaking; or
(i) you make any arrangement or composition with your creditors or become bankrupt; or you cease, or threaten to cease, to trade
12.5 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
12.6 We shall not be obliged to retain documents and information relating to you after termination of this Contract.
13. Obligations on termination
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
14. Status
14.1 Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner
15. Indemnity
15.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
15.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
15.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
15.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or
(d) the Customer's breach of this agreement.
15.5 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
16. Force majeure
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
17. Limitation of liability
17.1 Nothing in these Terms shall limit any liability for (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which may not be legally excluded or limited.
17.2 We exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
17.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
17.4 If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.
17.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
17.6 This paragraph shall survive termination of the Contract.
18. Notices
18.1 All notices sent by you to us must be sent to The Company Secretary, BACKRUNS Limited, 5 Poole Road, Bournemouth BH2 5QL or by email to admin@backruns.com . We may give notice to you at either the e-mail or postal address you provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
19. Assignment and subcontracting
19.1 We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.
19.2 You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
20. General
20.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
20.2 If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.
20.3 We may vary these Terms at any time (other than in relation to the fee to be charged).
20.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English courts.