2. SUBSCRIPTION TYPES & BUSINESS SERVICES
2.1 MOO offers different subscription types for different business needs. The Subscription Guide sets out what is included for each Subscription Type and which Add-on Services are available for an additional charge. Each Subscription Service and Add-on Service may be subject to usage/volume limits (for example, the maximum number of rounds of edits included).
2.2 Subject to Client’s compliance with the Business Account Agreement, MOO shall provide the Subscription Services, and any Add-on Services set out in an Order, in accordance with the Subscription Guide in all material respects during the Subscription Term.
2.3 MOO Products are often personalised for Client. Therefore, any descriptions or images of the MOO Products on the Business Platform, MOO website, Offline Product Catalogue, or any other advertising by MOO, are for illustrative purposes only.
3. COMMENCEMENT & DURATION
3.1 Unless agreed otherwise in writing, the Business Account Agreement shall commence on the date Client completes its subscription and shall continue for the Subscription Period, unless terminated earlier in accordance with clause 23 (Termination).
3.2 Before the end of the Subscription Period, MOO will contact Client: (a) to inform Client of the updated Subscription Fee; and (b) unless Client has chosen to auto-renew, to give Client the option to review its Subscription. Client may agree to renew its Subscription by following the link in the renewal email sent by MOO to Client. If Client does so, the Subscription shall be renewed for a further Subscription Period.
3.3 Client may choose to auto-renew the Subscription Period. In which case, unless Client notifies MOO that it does not wish to auto-renew before the end of that Subscription Period, the Subscription Period shall automatically renew for a further Subscription Period.
4. ORDERS FOR MOO PRODUCTS & ADD-ON SERVICES
4.1 A quotation for the MOO Products and/or Add-on Services given by MOO shall not constitute an offer. If Client and MOO agree on a quotation, Client must submit a request for an order in accordance with the Business Account Agreement. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
4.2 Client may submit an order request for any MOO Products (except for the Offline Products) via its Client Account by following the onscreen prompts on the Business Platform to add the MOO Products to its online shopping basket (Online Basket).
4.3 Client may submit an order for Offline Products or Add-on Services by contacting MOO. MOO will add the requested Offline Products and/or Add-on Services to Client’s Online Basket.
4.4 Client’s Online Basket will show the type and quantity of MOO Products and/or Add-on Services Client has requested, along with the Delivery Information. Client may check and amend any errors in the Online Basket before submitting it.
4.5 Each order submitted by Client constitutes an offer by Client to MOO to purchase the MOO Products and/or the Add-on Services specified in the order. Any acknowledgement email from MOO does not constitute acceptance. MOO’s acceptance of Client’s order for the MOO Products and/or Add-on Services takes place when MOO sends an order confirmation email containing an order number (Order Confirmation), at which point the Order between MOO and Client for the MOO Products and/or Add-on Services stated in the Order Confirmation will come into existence.
4.6 If MOO is unable to supply Client with the MOO Products or Add-on Services for any reason, MOO will inform Client of this by email and MOO will not process Client’s order. If Client has already paid for the Order, MOO will refund Client the full amount charged including any Shipping Charges as soon as possible.
4.7 MOO’s Business Product Terms will apply to all goods in an Order.
4.8 Each Order will be a part of the Business Account Agreement and will not form a separate contract to it.
4.9 If Client has any questions or issues with its Order, it should contact MOO via the Business Platform or using the contact details provided to it by MOO.
5. CANCELLING OR MODIFYING AN ORDER
5.1 Client may submit a request that an Order is cancelled or modified, provided that MOO will retain ultimate discretion as to whether to accept any cancellation request. Client should make such requests as soon as possible, MOO may begin fulfilling Orders for certain MOO Products within hours of it being placed. If MOO is able to successfully cancel or modify an Order, it shall refund Client any amounts already paid for the cancelled part of the Order.
6. THE MOO PROMISE
6.1 MOO shall not be unreasonable in its application of the MOO Promise published on the MOO website (MOO Promise). Client acknowledges that the MOO Promise is to support MOO’s commitment to deliver each Order correctly, but it is not a contractual warranty or representation incorporated into the Business Account Agreement. Warranties in respect of MOO Products are set out in clause 7 of the Business Product Terms.
6.2 The MOO Promise is to support good customer service, and cannot be invoked to deal with errors made by persons outside of MOO or otherwise outside of MOO’s control. Client acknowledges and agrees that: (a) Client will be fair and reasonable in its expectations of the MOO Promise; (b) MOO reserves absolute discretion as to whether or not to apply the MOO Promise; and (c) Client is ultimately responsible for ensuring that its instructions to MOO are complete, accurate and meet Client’s requirements.
7. ACCESS TO BUSINESS PLATFORM
7.1 Subject to Client’s compliance with the Business Account Agreement, MOO shall provide access to the Business Platform via the Client Account for the Subscription Period.
7.2 Client may authorise Client Users to use the Business Platform on behalf of Client and select each Client User’s level of control and access to the Business Platform and its functionalities.
7.3 Client Users access the Business Platform via Client User Accounts using unique User Credentials.
7.4 Access to the Business Platform is limited to the Client and to the Client Users only.
7.5 Client shall procure that Client Users comply with the provisions of the Business Account Agreement, and Client shall be responsible for any Client User breach of the Business Account Agreement.
7.6 Client shall use best endeavours to prevent any unauthorised access to, or use of, Business Platform by any person engaged by or on behalf of Client (and Client shall notify MOO within 24 hours of becoming aware of any unauthorised access).
7.7 Except to the extent caused by MOO’s breach of the Business Account Agreement: (a) Client is responsible for all activities that occur under its Client Account (including the Client User Accounts), regardless of whether the activities are authorised by Client or undertaken by Client, Client Users, its employees or a third party (including any person engaged by or on behalf of Client); and (b) MOO and its Affiliates are not responsible for unauthorised access to Client Account (including Client User Accounts) or the Business Platform.
8. UPDATES TO BUSINESS SERVICES & BUSINESS ACCOUNT AGREEMENT
8.1 MOO may at any time modify, update or change the Business Services, including without limitation: (a) in accordance with its product roadmap; (b) to implement any obligations imposed upon MOO by third party suppliers; (c) as MOO considers necessary to comply with clause 11; or (d) to comply with a change in Applicable Laws.
8.2 MOO may at any time change the Business Account Agreement without prior notice where a change in Applicable Laws requires it.
9. SUPPORT & CUSTOMER SUCCESS
9.1 MOO shall provide dedicated Account Manager / customer success support to Client for the Subscription Period.
9.2 Client shall appoint a Client Contact who shall meet with a member of MOO’s team at least quarterly (unless otherwise agreed) to discuss Client’s use of the Business Platform and Subscription Services and to gather feedback.
9.3 Provided that MOO notifies Client in advance and follows any reasonable brand guidelines provided in writing by Client, Client acknowledges and agrees that MOO may include Client’s name and a description of the MOO Products and/or Business Services provided to the Client under the Business Account Agreement in MOO’s marketing materials (for example, in a blog post or case study for MOO’s website).
10. USER REQUIREMENTS
10.1 Client shall: (a) promptly provide MOO with all co-operation, information and assets as may be reasonably requested by MOO to enable MOO to perform its obligations under the Business Account Agreement (for example, completing a design questionnaire or complying with design guidelines); and (b) obtain and maintain all necessary licences, consents, and permissions necessary for MOO, its contractors and agents to perform their obligations under the Business Account Agreement (including in relation to Client Assets).
10.2 Client shall comply with the User Requirements (including those in clause 10.1) in a timely and efficient manner. If Client does not, MOO may adjust any agreed timetable or deadline as reasonably necessary.
10.3 Client agrees that its failure to comply with the User Requirements may negatively impact the performance of the Business Platform, MOO Products and/or Business Services.
10.4 In respect of any Client Assets it uploads to the Business Platform or otherwise seeks to include in the Design Options, Client shall comply with the content standards set out in this clause and any others as published by MOO on the Business Platform or the MOO website. Client Assets must not contain (or link to) any material which could be regarded as: (a) offensive, indecent, violent, harassing, obscene, illegal, deceptive, dishonest, untruthful, intimidating, humiliating, threatening, likely to upset, embarrass or alarm another person, defamatory or discriminatory; (b) sexually explicit material; (c) promoting, advocating or inciting violence, discrimination or any other illegal content or activity; (d) infringing any copyright, database right or trade mark; (e) breaching any legal duty owed to a third party; (f) in contempt of court. MOO will determine, in its discretion, whether Client Assets breach this clause 10.4.
11. SECURITY & STANDARDS
11.1 Each Party shall use Good Industry Practice to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, Business Platform. Malicious Item means any item (including any software, code, file or program) which may: (a) 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, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
11.2 MOO shall use Good Industry Practice to secure the Business Platform, including putting in place the technical and security measures set out in the MOO Data Processing Agreement.
12. SUBSCRIPTION FEE, PRICE OF MOO PRODUCTS & ADD-ON SERVICES & SHIPPING CHARGES
12.1 MOO’s Standard Prices are set out: (a) for the MOO Products (excluding the Offline Products), on the Business Platform; (b) for the Add-on Services, in the Subscription Guide; and (c) for the Offline Products, in the Offline Product Catalogue. MOO may update in its discretion how its Standard Prices are set out.
12.2 Prices and fees shown on the Business Platform are exclusive of Sales Tax, except in some locations where we display both VAT inclusive and exclusive prices (e.g. the United Kingdom). All fees and prices are exclusive of Sales Tax, which shall be applied to the prices in accordance with Applicable Law.
12.3 For Sales Tax purposes: (a) if you Order MOO Products for delivery in the United Kingdom, MOO will be the supplier with VAT number GB 843 919 791; and (b) if you Order MOO Products for delivery in the European Union, MOO will be the supplier with VAT number NL826972469B01.
12.4 The prices payable by Client for the MOO Products, Add-on Services and the Shipping Charges will be as quoted in the Client’s Online Basket at the time Client submits its Order. The Business Level Pricing is automatically applied to the Standard Pricing at checkout.
12.5 MOO may, by giving notice to the Client at any time before delivery, increase the price of the Order to reflect any increase in the cost of the Order that is due to: (a) a change to the Final Proof; (b) a request by the Client to change the delivery date(s)/methods, quantities or types of MOO Products or Add-on Services in an Order; or (c) any delay caused by any instructions of the Client or failure of the Client to give MOO adequate or accurate information or instructions.
12.6 MOO uses its reasonable endeavours to ensure that the Standard Prices are correct at the time when the relevant information was entered onto the system. However, MOO sells a large number of MOO Products through the Business Platform. Despite MOO’s efforts, some of the MOO Products on the Business Platform may be incorrectly priced. If MOO discovers an error in the price of the MOO Products in an Order, MOO will contact Client to inform Client of this error and give Client the option of continuing to purchase the MOO Products at the correct price or cancelling the Order. MOO will not process the Order until it has Client’s instructions. If MOO is unable to contact Client using the contact details provided by Client during the order process, MOO will treat the Order as cancelled and notify Client in writing. If MOO mistakenly accepts and processes Client’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by Client as a mispricing, Client shall not be able to rely on the mistake and MOO shall be entitled to issue an invoice for the difference between the pricing error and the correct price.
13.1 Client shall pay the Subscription Fee in advance, at the time of confirming its Subscription (or Subscription renewal) to MOO, by following the prompts given by MOO.
13.2 Client will not have access to the Business Platform or Subscription Services until MOO receives Client’s payment of the Subscription Fee.
13.3 If MOO has not agreed (and confirmed in writing) that Client may pay for Orders via invoicing, Client shall pay for the MOO Products, Add-on Services and applicable Shipping Charges by any accepted method shown on the Business Platform.
13.4 If MOO has agreed (and confirmed in writing) that Client may pay for Orders via invoicing: (a) MOO may invoice Client for the MOO Products and Add-on Services any time after the completion of delivery; (b) time for payment shall be of the essence for the purposes of the Business Account Agreement and Client shall pay each invoice submitted by MOO, (i) within 30 days of the date of the invoice and (ii) in full and in cleared funds to a bank account nominated in writing by MOO; (c) if Client fails to make a payment due to MOO under the Order by the due date, then, without limiting MOO’s other remedies under the Business Account Agreement, Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and (d) MOO may limit the value of Client Orders in line with its internal credit control requirements.
13.5 If a PO number is required, Client shall provide this to MOO sufficiently promptly to enable payment in accordance with this clause 13.
13.6 Client shall pay all amounts due to MOO under the Business Account Agreement without set off, counterclaim, deduction or withholding. If any withholding is required under Applicable Laws (including those local to Client), Client shall gross up the payment accordingly.
13.7 Without prejudice to any other rights and remedies of MOO, MOO may at any time set off any liability of Client to MOO against any liability of MOO to Client, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Business Account Agreement.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 Nothing in the Business Account Agreement shall transfer the Intellectual Property Rights of one Party or its licensors to the other Party.
14.2 Client or its licensors own any and all Intellectual Property Rights in the Client Assets. Client and not MOO has sole responsibility for ensuring that Client and Client Users have the right permissions needed for all use of Client Assets. Client must comply with Applicable Laws and any third party terms applicable to Client Assets.
14.3 MOO or its licensors own any and all Intellectual Property Rights in the MOO Technology & Content and all other Intellectual Property Rights in or arising out of or in connection with the Business Services (excluding the Client Assets). A list of licences for Open Materials is at https://www.moo.com/uk/about/fonts.
14.4 The MOO Marks are trade marks or registered trade marks of MOO. Other than as necessary to use the Business Platform in accordance with the Business Account Agreement, Client is not granted any rights or licences in the MOO Marks. MOO Marks means the MOO name, MOO logo and any other MOO trade marks, service marks and brand properties (such as domain names and social media assets) used in connection with MOO or any MOO product or service.
14.5 Client hereby grants to MOO a royalty-free, fully paid up, worldwide, sub-licensable, (subject to clause 30.5) right and licence for the Subscription Period to copy, display, distribute, modify and otherwise use the Client Assets solely as necessary to provide the Business Platform, Support, MOO Products and Business Services to Client.
14.6 To the extent Client provides any suggestions, comments or other feedback related to the MOO Technology & Content, Business Services or MOO Products, Client hereby grants MOO a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to copy, display, distribute, perform, modify and otherwise use feedback in any way and without limitation. This includes feedback from Client Users, including via feedback request services and on social media.
14.7 MOO hereby grants to Client Users a revocable, non-transferrable, non-sub-licensable, non-exclusive right to access and use the MOO Technology & Content, on behalf of the Client, for the Subscription Period solely for the purposes of ordering MOO Products. Access to the Business Platform is subject to the functionality and access of the specific Subscription Type purchased by Client.
14.8 Subject to removal of any client branding, MOO re-uses the arrangements contained in the MOO Templates, Design Options and Final Proof with other MOO customers. Except as expressly provided for in the Business Account Agreement, Client does not obtain any rights to or claims over the MOO Templates through the creation of the Final Proof and/or its incorporation of MOO Templates into the Final Proof and MOO Products. Client acknowledges that other MOO customers may use the MOO Templates to create their own designs or production options and, as such, subject to the warranty given in clause 17.2, MOO does not warrant that the Final Proof for Client will not have similarities to designs or products created and used by other parties.
14.9 The Final Proof, Client Templates and MOO Products may combine MOO Templates and Client Assets (or aspects of them). Therefore MOO cannot (and does not) warrant that any Final Proof or Client Template will not infringe the Intellectual Property Rights of a third party. It is solely Client’s responsibility to ensure it can use the MOO Products as delivered without infringing the Intellectual Property Rights or other rights of a third party.
14.10 Except as expressly permitted in the Business Account Agreement, Client shall not: (a) otherwise use, copy, modify, adapt or create derivative works of the MOO Templates; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces of the Business Platform unless permitted by Applicable Laws; (c) remove, obscure, or alter any copyright, trade mark, or other proprietary rights notices, or any of MOO’s or any third party’s branding, that the MOO Technology & Content causes to be displayed when used; (d) remove any safety markings or notices; (e) falsify or delete any attributions or legal notices; (f) attempt to circumvent or interfere with any security features of the Business Platform; (g) publicly disseminate non-public information regarding the functionality, operation or performance of the Business Platform; (h) use the MOO Technology & Content for competitive analysis or to build competitive products or services; or (i) use the MOO Technology & Content for a fraudulent or illegal purpose.
14.11 Client may not by any act or omission (other than in its ordinary use of the Platform as permitted by the Business Account Agreement): (a) extract and/or reuse parts of the content of moo.com; (b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for reuse any substantial parts of the content of moo.com; or (c) create and/or publish own database that features substantial parts of moo.com (e.g. MOO Templates).
15. DATA PROTECTION
15.1 Controller, processor, data subject, personal data, processing and technical and organisational measures have the meaning given to them in the Data Protection Laws.
15.2 Client Personal Data means, excluding Relationship Management Data, any personal data that is processed by MOO as a result of, or in connection with, Client’s use of the Business Platform, Support or MOO’s supply of the Business Services and/or MOO Products to Client under the Business Account Agreement. This may include, for example, Client’s employees’ details that Client or Client User provides to MOO to include in a design, such as a business card.
15.3 Relationship Management Data means the name, business contact details and related personal data each Party processes about the other Party’s personnel in order to provide access to/access the Business Platform, fulfil any other obligations under the Business Account Agreement and to manage the relationship between the Parties.
15.6 As between the Parties, Client is a controller, and MOO is a processor of Client Personal Data; the MOO Data Processing Agreement (including, if applicable and as the context requires, the Standard Contractual Clauses or the International Data Transfer Agreement) shall apply to such processing and is incorporated into the Business Account Agreement. In addition to the obligation at clause 15.4, each Party shall comply with the MOO Data Processing Agreement in respect of the processing of Client Personal Data.
16.1 In consideration of the Discloser making available the Confidential Information to the Recipient, the Recipient shall: (a) keep the Confidential Information secret and confidential; (b) not use or exploit the Confidential Information in any way, except for or in connection with, the Business Account Agreement; (c) establish and maintain reasonable security measures to provide for the safe custody of, and to prevent unauthorised access to, the Confidential Information disclosed to it at least to the standards that it would adopt for its own Confidential Information; and (d) only make disclosure of the Confidential Information in accordance with clauses 16.2 and 16.3. Any other disclosure can only be made with the Discloser's prior written consent.
16.2 The Recipient may disclose the Confidential Information to any of its Representatives that need to know the relevant Confidential Information, provided the Recipient takes appropriate steps to ensure that all its Representatives given access to the Confidential Information are made aware of its confidential nature, and that they are bound by restrictions no less onerous than those placed on it by the terms of the Business Account Agreement.
16.3 The Recipient may disclose the Confidential Information to the minimum extent required by: (a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; (b) the rules of any listing authority or stock exchange on which its shares are listed; (c) any law enforcement requests (unless such a request is obviously not necessary or proportionate); or (d) Applicable Laws.
16.4 The obligations set out in clause 16.1 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the Discloser's reasonable satisfaction: (a) is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient in breach of the Business Account Agreement; (b) was already lawfully known to the Recipient before it was disclosed by the Discloser; (c) has been received by the Recipient from a third party source that is not connected with the Discloser and that such source was not under any obligation of confidence in respect of that information; or (d) was independently developed by it without access to or use of any of the Confidential Information.
16.5 Nothing in the Business Account Agreement shall prevent any person from reporting any reportable offence to the relevant authorities.
16.6 If requested by the Discloser at any time, the Recipient shall immediately destroy or return to the Discloser all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent reasonably technically practicable), save that the Recipient may retain a copy of the Confidential Information to the extent required by Applicable Laws, in which case the Recipient continues to be bound by the confidentiality obligations of the Business Account Agreement.
16.7 Each Party acknowledges and agrees that the Confidential Information may not be accurate or complete and it makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.
16.8 Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 16 by the other Party. Accordingly, each Party shall be entitled to seek the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause 16.
16.9 The Recipient shall be responsible for any unauthorised disclosure or use by its Representatives of the Discloser’s Confidential Information, other than if such unauthorised disclosure or use was beyond its reasonable control.
16.10 Client acknowledges and agrees that aspects of the MOO Technology & Content are trade secrets for the purposes of the Business Account Agreement.
16.11 Except as expressly set out in the Business Account Agreement (including clause 9.3), neither Party shall make, or permit any person to make, any public announcement concerning the Business Account Agreement without the prior written consent of the other Party (such consent not to be unreasonably conditioned, withheld or delayed), except as required by Applicable Laws, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.