PassageWay Terms And Conditions Of Use

Acceptance Of Agreement

Between Digital Signs For Transport Limited (the Supplier) trading as ‘PassageWay’, incorporated and registered in England, with the company number 09832135 and registered address of 24 Altenburg Gardens, London, SW11 1JJ and you (the customer), a subscriber to the PassageWay digital sign platform

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to our site and services (the “Site” and “Services” accordingly).

This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and Services, the content, products or services provided by or through the Site, and the subject matter of this Agreement.

This Agreement may be amended at any time by us from time to time without specific notice to you.

AGREED TERMS

Copyright & Use

The PassageWay signs platform, made available to you by the Supplier in connection with this Agreement (“Software”) is the copyrighted work of the Supplier. The Supplier hereby grants to you, the Customer, a nontransferrable, revocable, limited license to use the Software solely during the term hereof, solely as required to use the products and services provided under this Agreement (“Service”) pursuant to the terms hereof, and for no other purpose.

By using the Software, you agree to be bound by the Terms and Conditions of this Agreement.

Please note that all Software, including without limitation all HTML code, controls and other scripts and all intellectual property rights of any kind contained therein, and any improvements or modifications thereto, is owned by Digital Signs For Transport Ltd (the Supplier).

The Supplier, with appropriate permission from the customer, may use your company name as a Customer reference, in its Customer list, case studies, and in other promotional information, including, but not limited to, press releases, brochures, and electronic media such as e-mail or web pages.

Confidentiality

In the performance of this Agreement, both parties may disclose, or have access to, confidential or proprietary information owned by the other party (“Confidential Information”). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to the party or its business activities, technology, developments, Software, methods, trade secrets or Customers. Both parties shall maintain the Confidential Information in strict confidence and shall not disclose to any third party, publish or copy any part of the Confidential Information. Both parties shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement. Confidential Information does not include information that: (i) is publicly available or in the public domain at the time disclosed, (ii) is rightfully communicated to the Customer by persons not bound by confidentiality obligations with respect thereto, (iii) is already in either parties possession free of any confidentiality obligations with respect thereto, or (iv) is required to be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that either party gives reasonable prior notice to the other party to contest such order or requirement. Upon the termination or expiration of this Agreement, or at any time upon request, both parties shall return to the other, or certify the destruction of, all Confidential Information.

Warranties & Liability

You acknowledge that the Supplier makes no representations or warranties, express or implied, regarding the Service or Software, including, without limitation, that any of them will be error free or operate without interruption, and all representations, undertakings, warranties, terms and conditions, whether express or implied, by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including, without limitation, warranties of title, merchantability, accuracy or fitness for a particular purpose.

Except as provided in this Agreement, the Supplier shall not be liable to you for any claims whatsoever, including, but not limited to, those arising from loss of profits, business, revenue, goodwill, anticipated savings and/or any other indirect, special or consequential loss or damage whether arising under contract, negligence or otherwise out of or in connection with the Service. The Supplier’s cumulative liability to you, from all causes of action and all theories of liability, will be limited to and will not exceed the fees paid to the Supplier by you during the most recent twelve (12) months.

Contract Basis

The Supplier offers a rolling annual contract, with a minimum period of three months, from the date of the Customer agreement.

Termination by Supplier

Without prejudice to any of its other rights, the Supplier shall have the right to immediately terminate this agreement and/or suspend or restrict one of more of the Services (including restricting the Customer’’s access to the service), if:

The Customer does not pay to the Supplier by its due date any sum due unless the Supplier and Customer have agreed in writing that an invoice is incorrect;

the Customer breaches the terms of any agreement entered into in relation to software supplied by the Supplier in connection with the Services and the Customer fails to remedy such breach within 30 days from the date of the first notice specifying the nature of the breach;

the Customer becomes insolvent, ceases to trade (or in the reasonable opinion of the Supplier is likely to cease to trade) or has a liquidator, receiver, administrator or administrative receiver appointed or enters into any arrangement with its creditors or is wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of its obligations, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or is made bankrupt, or undergoes a similar or analogous event in any jurisdiction;

The Supplier may terminate this agreement by giving not less than 30 day’s notice in writing to the Customer if the Customer is suspected in the Supplier’s reasonable opinion, of involvement with fraud or attempted fraud or any other criminal offence in connection with the use of the Services;

Termination by Customer

Without prejudice to any of its other rights, the Customer shall have the right to immediately terminate this agreement if:

The Supplier commits any material or repeated breach of this agreement and, if it is capable of being remedied, fails to remedy such breach within 30 days from the date of the first notice specifying the nature of the breach;

The Supplier becomes insolvent, ceases to trade (or in the reasonable opinion of the Customer is likely to cease to trade) or has a liquidator, receiver, administrator or administrative receiver appointed or enters into any arrangement with its creditors or is wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of its obligations, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or is made bankrupt or undergoes a similar or analogous event in any jurisdiction.

The Customer may terminate one or more of the Services by giving not less than 90 Days notice in writing to the Supplier by detailing the Service which is being cancelled. All services are subject to a 1 year rolling contract. Immediately upon issuance of notice of termination, any outstanding invoices including those for the 90 day termination period day become due and must be paid.

BILLING

Your monthly fee will be based upon the maximum number of PassageWay signs you have subscribed for. If paying monthly, your first 30 days are treated as a free trial, after which you will enter into a paid subscription. Your first monthly charge will be made 30 days after the date you signup and will be effective from the date of signup. Payment will be taken automatically via the PassageWay billing module on the anniversary date each month. If paying annually you will be billed for the entire period upfront, which will include the stated discount. Annual payments will automatically recur on the anniversary date of the subscription unless cancelled. Payments which are refused may incur a further processing charge and may result in any PassageWay signs showing a ‘Payment Overdue’ or other error message.

Ownership of Data

All data generated via the PassageWay platform remains the property of the Supplier.

Force Majeure

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations (other than your payment obligations) are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of Suppliers of goods or services, or any other cause beyond the reasonable control of such party.

General

This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement. This agreement has been entered into on the date identified on the start of the online subscription.