Business Customer Agreement

Last updated: 2020-09-23
v1.3

This Agreement constitutes a binding contract between You, the entity agreeing to these terms (the Company) and No Big Deal SARL (the Supplier). “No Big Deal SARL” means a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and organised under the laws of the Grand Duchy of Luxembourg, having its registered office at 9 Rue du Laboratoire, 1911 Luxembourg, registered with the Luxembourg register of commerce and companies (the RCS) under the number B243252. This Agreement governs the use and access to the No Big Deal Platform whether related to a paid or free trial subscription to the No Big Deal Platform.

By using or accessing the No Big Deal platform or permitting a User to do so, You accept this Agreement as of the Effective Date. If you are acting on behalf of a company or any other legal entities (as defined per Luxembourg Law), you confirm to the Supplier that You have the authority to bind the Company to this Agreement. In the case you do not have such authority, you must not access or use the No Big Deal Platform.

You may print or download a copy of this Agreement by clicking here.

1. DEFINITIONS

Access - means access to the No Big Deal Platform including its business portal functionality and application. Access is granted on an as is basis with no guarantees relating to security or availability.

Agreement – means this agreement including any Schedules, and any amendments to this Agreement from time to time.

Business Hours – means 09:00 – 18:00 CET on working days.

Challenges – means activities undertaken by end users in order to be given access to Rewards offered by the Company. These activities are related to physical and mental wellbeing and may be changed from time to time at the Providers discretion.

Intellectual Property Rights - means: (i) rights in, and in relation to, any patents, registered designs, design rights, trade marks, trade and business names (including goodwill associated with any trade marks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including  registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.

Effective Date – the date of first access or use of the No Big Deal platform.

Marks - means the trade marks, trade names, product or service names, logos, slogans, typefaces, brand or other proprietary words or symbols used by the Provider from time to time or any derivative thereof or any combinations of trade names, trade marks and company names including the words “No Big Deal”.

No Big Deal Platformmeans the engagement marketing software platform owned and operated by the Provider.

No Big Deal Servicesmeans the ability for a Company to access, publish Rewards, and use various statistical and analytics tools available on the No Big Deal Platform.

Party – shall have the meaning given in the introductory section of this Agreement.

Provider – shall have the meaning given in the introductory section of this Agreement.

Redeem Rewardmeans the scanning of a QR code functionality or the validation of a e-voucher by which an end user redeems the Reward at the online portal or point of sale of the Company.

Rewardsmeans discounted or free products or services promoted by the Company on the No Big Deal Platform.

Support Services means support in relation to the use of the No Big Deal Platform and the identification and resolution of errors in the No Big Deal Platform, but shall not include the provision of training services whether in relation to the No Big Deal Platform or otherwise.

2. PROVIDER OBLIGATIONS
2.1. The Provider shall provide Access to the No Big Deal Platform and the No Big Deal Services during the term of this agreement.

2.2. The Provider shall provide customer support to the Company according to the Service Levels outlined in Schedule A.

2.3 The No Big Deal Platform and the No Big Deal Services are provided on an “as is” basis with no warranties related to accuracy, security, or availability of its features.

2.4 The Provider shall comply with all applicable law.

2.5 The Provider reserves the right to review, approve, and reject any Rewards and or Challenges posted by the Company.

2.6 The Provider may at its own discretion remove any Rewards and or Challenges posted by the Company it deems to be inappropriate or controversial.

2.7 The Provider may at its own discretion remove the Company from the No Big Deal platform.

2.8 The Provider does not take any responsibility for checking the accuracy of the reward or challenge posted by the Company, only if it comes to the Providers notice as a publisher.

3. COMPANY OBLIGATIONS
3.1. When registering with the Provider, the Company shall provide accurate and correct information relating to its business. Failure to do so may result in removal from the No Big Deal Platform.

3.2 When posting Challenges and Rewards, the Company may upload images, logos, texts, or other content for promotional purposes. As described further in section 4, the Company grants the Provider a license to content that is covered by intellectual property rights. The Company shall also ensure it owns or have secured all rights necessary to any and all content posted on the No Big Deal platform.

3.3 The Company shall comply with any law applicable to the Company.

3.4 The Company shall pay the Provider for access to and use of the No Big Deal Services as per Schedule B.

3.5 The Company shall ensure the accuracy and legitimacy of Challenges and Rewards posted on the No Big Deal Platform. Furthermore, the Company shall ensure that any content provided on the No Big Deal Platform complies with any applicable laws, rules, or regulations.

3.6 The Company shall not offer or market any discounted, or free, products or services at a similar or better rate than what the Company is offering on the No Big Deal Platform.

3.7 The Company shall use the Redeem Award functionality provided in the No Big Deal Platform. Failure to do so may result in suspension or termination of this agreement.

3.8 The Company shall not change any parameters associated with a posted Challenge or Reward, including but not limited to, effort needed to complete a challenge, or substance of Reward, without the prior approval from No Big Deal.

4. INTELLECTUAL PROPERTY RIGHTS (IPR)
4.1. The Company grants to the Provider a perpetual, non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use any content provided by the Company to the Provider on the No Big Deal Platform.

4.2. The Provider grants the Company a limited, non-exclusive, non-transferable, non-sub licensable license to use the No Big Deal Services. The Company may not: (i) copy, modify, or in any way create derivative works based on the No Big Deal Services. (ii) distribute, transfer, or sublicense the No Big Deal Services to any third party. (iii) reverse engineer or decompile the No Big Deal Services or make any functionality of the Services available to other users by any means. The Provider reserves all rights in and to the Services not expressly granted to you under this agreement.

5. IPR INDEMNITY
5.1 If a third party alleges that any content provided, or licensed, by or on behalf of the Company infringes any intellectual property rights then the Company shall indemnify the Provider for all costs, claims, and liabilities associated with these circumstances.

5.2. If the usage of such content is prevented promptly, the Company shall secure the right for the Provider to continue using the content, or replace, or modify the content to make it non-infringing without degrading its performance or quality.

6. WARRANTIES
6.1 The Parties warrant that they have the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

6.2 All of the Parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

6.3 The Provider warrants that the No Big Deal Services: (i) are performed by adequate numbers of appropriately skilled personnel; (ii) are performed to reasonable professional standards and in accordance with good industry practice; (iii) are performed in accordance with the SLA outlined in Schedule A.

6.4 The Provider is not liable for any errors and deviations in the No Big Deal Platform caused by any third-party software, platform, or hardware.

7. SUPPORT
7.1. The Provider will provide 1st, 2nd, and 3rd line support to the Company in accordance with the service levels outlined in Schedule A.

8. PRICING
8.1. The Company shall pay the Provider for the No Big Deal Services in accordance with Schedule B.

9. MARKS
9.1 Except as provided in this clause, the Company shall not use any No Big Deal marks and shall not use or register any confusingly similar devices, logos, trade names, trademarks, or domain names.

9.2. The Provider grants to the Company a non-exclusive, royalty-free, non-sub licensable, non-transferable, license to use the Company Marks and any other relevant brand material only whilst having active Rewards and Challenges on the No Big Deal Platform.

9.3. The Company shall use the No Big Deal Marks strictly in accordance with the Provider’s written instructions and guidelines notified to the Company.

9.4. The Company grants to the Provider a non-exclusive, royalty-free, transferable, sub-licensable, worldwide perpetual license to use the trade marks, trade names, brand, or other propriety words or symbols used by the Company from time to time for the purpose of promoting, distributing, and selling its services.

10. LIMITATION OF LIABILITY

10.1       Nothing in this Agreement will:

(a)          limit or exclude any liability for death or personal injury resulting from negligence;

(b)          limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)          limit any liabilities in any way that is not permitted under applicable law; or

(d)          exclude any liabilities that may not be excluded under applicable law.

10.2       The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:

(a)          are subject to Clause 10.1; and

(b)          govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

10.3       Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

10.4       Neither party shall be liable to the other party in respect of any loss of revenue or income.

10.5       Neither party shall be liable to the other party in respect of any loss of use or production.

10.6       Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

10.7       Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software except when such loss or corruption is attributable to a party.

10.8       Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

10.9 Nothing in this Agreement excludes or limits liability in relation to: (i) the Company’s liability for its obligations in relation to the processing of personal data under this agreement; (ii) The Company’s liability if a third party alleges that the content provided by or on behalf of the Company infringes any Intellectual Property Rights.

11. DURATION, TERMS, AND TERMINATION

11.1 This Agreement shall commence with effect from when the Company clicks “Submit” on the sign-up page of the No Big Deal Platform or starts using the No Big Deal Platform’s features and shall continue in full force and effect until terminated by either Party in accordance with this section.

11.2 The Provider may terminate this agreement for convenience with 30-day notice.

11.3 This Agreement will be automatically renewed for the same initial term stated in the subscription package chosen by the Company when registering for an account on the No Big Deal Platform, unless terminated by the Company by giving a 30-day notice to the Provider or activating the 30-day refund policy outlined in schedule C.

11.4 This Agreement will be terminated automatically at the end of the term stated in the non-subscription package chosen by the Company when registering for an account on the No Big Deal Platform. This agreement may be terminated earlier if the Company activates the 30-day refund policy outlined in schedule C.

11.5 Either Party may terminate this Agreement immediately on formal written notice to the other, and without liability to the other if a Party: (i) commits a material breach and fails to remedy such breach within 10 business days after receiving formal written notice to do so; or (ii) commits a series of breaches which when taken together amount to a material breach.

11.6 If this agreement terminates, the Provider shall continue to enjoy the benefits of all licenses which have been granted to it on a perpetual basis.

12. DISPUTES GOVERNING LAW AND JURISDICTION
12.1 This Agreement shall be governed by and construed in accordance with the laws of Luxembourg.

12.2 The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same.

13. FORCE MAJEURE

13.1 If a force majeure event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

13.2 A party that becomes aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)          promptly notify the other; and

(b)          inform the other of the period for which it is estimated that such failure or delay will continue.

13.3       A party whose performance of its obligations under this Agreement is affected by a force majeure event must take reasonable steps to mitigate the effects of the force majeure event.

14. MISCELLANIOUS
14.1 This agreement may be amended by the Provider from time to time to reflect adjustments of pricing, or nature of services provided.

14.2 Any updated version of this agreement will be made available to the Company via the No Big Deal Platform. By continuing to use the No Big Deal Platform, the Company agrees to those amendments.

Schedule A – Service Levels

1. HELPDESK
1.1 The Provider shall make available to the Company a helpdesk in accordance with the provisions set out in this Schedule A.
1.2 The Company may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Company must not use the helpdesk for any other purpose.
1.3 The Provider shall ensure that the helpdesk is accessible by mail or using the Provider's web-based ticketing system (i.e. Zendesk).
1.4 The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, the Provider shall provide a special telephone number for the Company to report critical issues outside of Business Hours as stated in section 4 of this schedule.
1.5 The Company shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

2. RESPONSE AND RESOLUTION
2.1 Issues raised through the Support Services shall be categorised as follows:
(a) critical: the Platform is inoperable or a core function of the Platform is unavailable;
(b) serious: a core function of the Platform is significantly impaired;
(c) moderate: a core function of the Platform is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Platform is significantly impaired; and
(d) minor: any impairment of the Platform not falling into the above categories; and any cosmetic issue affecting the Platform.
2.2 The Provider shall determine, acting reasonably, into which severity category an issue falls.
2.3 Following an initial immediate assessment by the helpdesk, the Provider shall undertake best efforts to respond to requests for Support Services promptly, and in any case no later than the following time periods:
(a) critical: 2 Business Hours;
(b) serious: 8 Business Hours;
(c) moderate: 1 Business Day; and
(d) minor: 3 Business Days.
2.4 The Provider shall undertake best efforts to ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.
2.5 The Provider shall use best efforts to resolve issues raised through the Support Services promptly, and within the following time periods:
(a) critical: 8 Business Hours;
(b) serious: 16 Business Hours;
(c) moderate: 3 Business Days; and
(d) minor: 7 Business Days.

3. PROVISION OF SUPPORT SERVICES
3.1 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

3.2 For certain subscription, the Company may be eligible for Premium Support. This entitles access to an Account Manager who will resolve any ad-hoc queries and provide periodical optimisation strategies for the Wellbeing campaigns. This Account Manager will reach out and provide their contact details to the Company upon the first 20 days of the subscription.

3. CRITICAL ISSUES
4.1 In the case of a critical issue, the Support Service can be contacted using following the matrix below.

Escalation Level Contact Name Contact Number Email
1 Daniel Klemetz +352 691 108 613 daniel@nobigdeal.io
2 Nigel Bergstra +352 691 242 611 nigel@nobigdeal.io

Schedule B – Pricing and Payment Terms

1. FREE TRIAL

1.1 Any Company in commercial discussions with the Provider prior to September 1st, 2020, or any Company having been granted access to the No Big Deal Platform and the No Big Deal Services prior to September 1st 2020, are eligible for a 3-month free trial.

1.2 The 3-month free trial shall commence on October 1st, 2020. This entitles the Company to activate 6 Wellbeing Campaigns on the No Big Deal Platform within the trial period. These Wellbeing Campaigns can be run concurrently with the limitation of three (3) Wellbeing Campaigns active at once.

1.3 During the free trial, the Provider might alter what No Big Deal Services the Company has access to.

2. PRICING & PAYMENT TERMS

2.1 For any Company joining No Big Deal as customer after September 1st, the pricing indicated on the website shall apply. For the avoidance of any doubt, the Provider may from time to time adjust the pricing, or nature of services provided. Such adjustments will be communicated in due time and come into effect 30 days after such announcement.

2.2 Payment terms will be provided on the invoice sent, or digitally uploaded by the Provider to the Company on the Business Portal. These might be subject to change from time to time.

2.3 The Provider may agree on bespoke pricing or discount with any Company at any given time.

Schedule C – REFUND POLICY

1. REFUND

1.1 The Company has the right to terminate this Agreement at any time during the initial 30-day period and receive a full refund for any payment made to the Provider.

1.2 The 30-day refund period shall commence when the Company registers for an account on the No Big Deal Platform.

1.3 In order to activate the refund policy, the Company needs to send an email to the Provider announcing their intent to terminate this Agreement using the following email address: admin@nobigdeal.io.