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BUSINESS ACCOUNT AGREEMENT (GLOBAL (EXCL. US AND CANADA))

The Business Account Agreement between Moo Print Limited (MOO) and Client (each one a Party, together the Parties) is made up of the following:

1.  The Business Service Terms. These govern the Client’s Subscription to the Business Platform and use of Subscription Services, and the basis upon which Client orders the MOO Products and Add-on Services generally. The Business Platform is operated by MOO. It is a business-to-business service and not for consumer use.

2.  The Business Product Terms. These apply specifically to the production and delivery of MOO Products.

3.  MOO Data Processing Agreement. This applies to any personal data processed on behalf of Client to fulfil an Order.

4.  All Orders made by Client via the Business Platform. 

This version of the Business Account Agreement is applicable where Client is located anywhere in the world other than the United States and Canada. The terms in the Business Account Agreement apply to the exclusion of any other terms that Client seeks to impose, or which are implied by law, trade, custom, practice, or course of dealing.

 

The Business Account Agreement becomes a legally binding contract between the Parties upon Client subscribing for a Business Account.

This Business Account Agreement was last updated on 16 August 2023.

Business Service Terms

1.  DEFINITIONS & INTERPRETATION

1.1  In the Business Account Agreement: 

Add-on Services means the chargeable add-on services offered by MOO, as described in the Subscription Guide from time to time.

Affiliates means, with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party.

Applicable Laws means with respect to a Party, all laws, regulations and mandatory codes of practice to which it is subject.

Business Account means the admin level account on the Business Platform registered to Client by MOO (individual users at Client use the Business Platform via individually allocated Client User Accounts).

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in the United Kingdom are open for business.

Business Level Pricing means the discount applied to Client’s purchase of MOO Products under its Subscription, as agreed between MOO and Client, and unless otherwise agreed in respect of a particular Order.

Business Platform means the business-to-business online sales platform behind a login at https://www.moo.com/m4b. Certain MOO Products may from time to time become available for order on moo.com outside of that business-to-business platform, but for the purposes of this Business Account Agreement such locations shall be deemed part of the Business Platform.

Business Services means the Subscription Services and/or the Add-on Services, as applicable.

Client means the person, business or entity who enters into the Subscription.

Client Assets means any assets uploaded to the Business Platform by Client Users or otherwise made available to MOO, including text, fonts, information, images and logos.

Client Templates means product templates specifically created for Client by MOO as part of the Design Services.

Client User Account means any sub-accounts under the Client Account.

Client Users means any persons using the Business Platform via the Client Account or a Client User Account.

Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available in any manner (in writing, orally or via technology) whether before or after the date of the Business Account Agreement is entered into, directly or indirectly, by or on behalf of the disclosing Party (Discloser) to the receiving Party (Recipient) or the Recipient’s Representatives. Confidential Information shall include (a) the commercial and pricing details in any Order; (b) information related to the Business Platform (including design, look and feel, functionality, underlying code and content and development plans/roadmap); (c) any trade secrets, any confidential commercial, financial or technical information, including methodologies, processes, procedures, systems or techniques; (d) any information, data or analysis derived from any Confidential Information; and (e) any other information which by its nature should be considered confidential or proprietary. 

Data Protection Laws means (a) the European Union General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area (EEA) (EU GDPR); (b) the EU GDPR as incorporated into United Kingdom (UK) law by virtue of the UK European Union (Withdrawal) Act 2018 and the applicable legislation under that Act, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other Applicable Laws relating to personal data.

Delivery Information means the information for delivery of MOO Products provided by Client or Client User, including name, address, email and phone number.

Design Options means any design and production options for the MOO Product presented to Client by MOO as part of the Design Services.

Design Services means any services by MOO to support Client with the configuration/design of an available MOO Product. 

Final Proof means the final Design Option selected by Client for production.

Good Industry Practice means that degree of skill and care which would be expected from a person of similar size and scale performing a similar task professionally.

Intellectual Property Rights means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in Confidential Information, rights in computer software, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.

Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses).

MOO means MOO Print Limited, a company registered in England and Wales, whose registered office is at LABS Triangle, Stables Market, Chalk Farm Road, London NW1 8AB.

MOO Documentation means the Subscription Guide, the Offline Product Catalogue, price sheets, custom quote sheets, product specifications and design guidelines. 

MOO Products means the MOO print or merchandise products available from time to time for ordering by Client (each Order will record the MOO Products ordered by Client).

MOO Technology & Content means any software, databases, templates, designs or other materials owned by, or licensed to MOO, including the Business Platform, MOO Templates and MOO Documentation.

MOO Templates means the standard MOO templates available to Client, via the Business Platform or otherwise, including any text, fonts, information, images and logos (but excluding any Client Templates and the Client Assets). MOO may update MOO Templates from time to time and the available MOO Templates from time to time are as published on the Business Platform.

Offline Product Catalogue means the catalogue for the Offline Products, as updated from time to time.

Offline Products means the MOO Products set out in the Offline Product Catalogue which are only available to MOO customers with a Subscription and by contacting MOO directly.

Open means any content which is open (as defined at https://opendefinition.org/).

Open Materials means any MOO Technology & Content subject to Open licences.

Order means any order for the MOO Products placed by Client and accepted by MOO in accordance with the Business Service Terms.

Party means either Client or MOO (and Parties means both).

Representatives means officers, employees, advisors, subcontractors, contractors or any other person engaged by or on behalf of a Party. 

Sales Tax means any sales tax, value added tax and any similar replacement or additional tax chargeable under Applicable Laws.

Shipping Charges means the charges for handling, shipping and delivery of the MOO Products, as advised to Client during the check-out process and recorded in an Order.

Standard Prices means the standard prices for the MOO Products, Offline Products and Add-on Services set by MOO from time to time.

Subscription means a subscription to the Business Platform and Subscription Services.

Subscription Fee means MOO’s standard fees for the relevant Subscription Type, as may be updated from time to time.

Subscription Guide means a description of the features and functionalities of the Business Platform and the Business Services available to the Client under its chosen Subscription Type, as updated from time to time.

Subscription Period means the term of the Subscription. 

Subscription Services means the services MOO provides to Client, based on the Client’s Subscription Type, as described in the Subscription Guide, and include access to the Business Platform.

Subscription Type means the type of subscription chosen by Client (which may be Business Boost, Business Advanced, Reseller or any other subscription type offered by MOO from time to time)

Support means the Business Platform technical support provided by MOO in its discretion.

User Credentials means login credentials provided to Client Users by or on behalf of Client.

User Requirements means any user requirements notified to users by MOO, including on the Business Platform and in the Subscription Guide.

1.2  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4  Headings shall not affect the interpretation of the Business Account Agreement.

1.5  Interpretation of general words shall not be restricted by words indicating a particular class or particular examples.

1.6  A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted, superseded or replaced from time to time.

1.7  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8  In the case of conflict or ambiguity within the Business Account Agreement then: (a) if anything in an Order is inconsistent with the Business Product Terms, the Business Product Terms take precedence unless the Order specifically amends them; and (b) if there are inconsistencies between the Business Service Terms and the Business Product Terms, the Business Product Terms take precedence in respect to the supply of the MOO Products.

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.  PAYMENT

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.

15.4  In connection with any personal data processed by a Party under the Business Account Agreement, each Party shall comply with the Data Protection Laws applicable to such processing. MOO’s Privacy Policy sets out how we collect, use and process Relationship Management Data.

15.5  MOO’s Privacy Policy is at https://www.moo.com/uk/about/privacy-policy.

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.  CONFIDENTIALITY

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.

17.  WARRANTIES (EXCLUDING MOO PRODUCTS)

17.1  Each Party warrants and represents that: (a) it has full right, power and authority to enter into the Business Account Agreement; and (b) it holds all necessary licences, consents, and permissions necessary for it, its contractors and agents to perform their obligations under the Business Account Agreement.

17.2  MOO represents and warrants that: (a) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to provide the Business Platform and MOO Templates to Client as set out in the Business Account Agreement; and (b) the use of Business Platform and MOO Templates by Client Users in accordance with the Business Account Agreement does not infringe the Intellectual Property Rights of any third party. 

17.3  Client represents and warrants that: (a) it shall not provide User Credentials to any person who is not a genuine and permitted Client User; (b) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to use Client Assets in connection with the Business Platform, MOO Products and/or Business Services; (c) the use of Client Assets in connection with the Business Platform, MOO Products and/or Business Services does not breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; (d) the use of Client Assets in connection with the Business Platform, MOO Products and/or Business Services does not infringe the Intellectual Property Rights of any third party or conflict with any third party obligations to which Client is subject (including any contractual obligations with third parties); (e) the Client Assets do not breach the content standards in clause 10.4.

17.4  Open Materials are provided on an ‘as is’ and ‘as available’ basis. Notwithstanding any other provision of the Business Account Agreement, MOO makes no representations and gives no warranties with respect to Open Materials other than passing on the benefit of any representations and warranties, if any, contained in the applicable Open licence.

17.5  Warranties in respect of the MOO Products are set out in the Business Product Terms.

18.  INDEMNITIES

18.1  MOO shall indemnify Client against Losses suffered or incurred by Client arising out of or in connection with any claim or allegation made by a third party against Client that use of Business Platform or MOO Templates, as provided by MOO under the Business Account Agreement, infringes the Intellectual Property Rights of a third party. In respect of any Open Materials this indemnity shall be limited to passing on to Client the benefit of any indemnity in the applicable Open licence.

18.2  The indemnity in clause 18.1 shall not apply to the extent that any claim or allegation results from: (a) a modification of the Business Platform or MOO Templates by anyone other than MOO; (b) use of the MOO Templates in combination with any other designs (including Client Assets); (c) Client’s failure to comply with the User Requirements or Client’s use of the Business Platform or MOO Templates in a manner contrary to the Subscription Guide or written instructions of MOO; (d) Client’s use of the Business Platform in combination with other products, hardware, equipment, software or data which is not permitted or recommended by MOO; (e) any and all data and content that Client submits to, or uses with, the Business Platform (including, without limitation, Client Assets); (f) Client’s use of the Business Platform or MOO Templates after notice of the alleged or actual infringement; or (g) Client’s negligence or wilful misconduct or any act, breach, omission or infringement which Client, any Client User or a Client Representative deliberately or recklessly commits, condones or ignores. 

18.3  Client shall indemnify MOO against Losses suffered or incurred by MOO arising out of or in connection with: (a) any claim or allegation made by a third party against MOO that Client Assets or their incorporation into the MOO Products infringe the Intellectual Property Rights of a third party; (b) any claim or allegation made by a third party or any governmental or regulatory authority against MOO that Client Assets or their incorporation into the MOO Products breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; (c) use of or allowing access to Business Platform outside of the scope permitted by the Business Account Agreement; and/or (d) a breach of the content standards in clause 10.4.

18.4  In respect of any claim under the indemnities (Claim): (a) as soon as reasonably practicable, the indemnified Party (Indemnified Party) shall give written notice of the Claim to the indemnifying Party (Indemnifying Party), specifying the nature of the Claim in reasonable detail; (b) (unless a regulatory reason would prevent it from doing so, for example Data Protection Laws) the Indemnified Party shall give the Indemnifying Party sole authority to defend or settle the Claim; (c) the Indemnified Party shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (not to be unreasonably conditioned, withheld or delayed); (d) the Indemnified Party shall give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its Representatives, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at Indemnifying Party’s expense) for the purpose of assessing the Claim; and (e) at the Indemnifying Party’s expense take such action as Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.

18.5  Nothing in this clause shall restrict or limit the Indemnified Party’s general obligation at law to mitigate any Losses it may suffer or incur as a result of an event that may give rise to a Claim.

18.6  MOO may upon notification of a Claim (or at any time) at its discretion: (a) to mitigate potential Losses, disable Client’s use of Business Platform (in whole or in part depending on the nature of Claim) until such time as MOO is reasonably satisfied that MOO has the requisite rights to provide Business Platform; (b) procure the right for Client to continue using Business Platform; or (c) replace or modify Business Platform so that it becomes non-infringing, but if such remedies are not reasonably available to MOO, MOO may terminate the Business Account Agreement on reasonable notice to Client and provide Client with a pro rata refund of the Subscription Fee (such refund shall be Client’s sole remedy for termination under this clause 18.6).

19.  LIMITATIONS OF LIABILITY & EXCLUSIONS

19.1  References to liability in this clause 19 include every kind of liability arising under or in connection with the Business Account Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

19.2  Except as expressly set out in the Business Account Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by Applicable Laws are, to the fullest extent permitted by Applicable Laws, excluded.

19.3  Nothing in the Business Account Agreement limits any liability: (a) of Client to pay the Subscription Fee or price of the MOO Products and Add-on Services or the Shipping Charges; (b) for death or personal injury caused by negligence; (c) for fraud or fraudulent misrepresentation; or (d) anything else which cannot be limited or excluded under Applicable Laws. 

19.4  Subject to clause 19.3, the following types of loss are excluded: (a) indirect and consequential loss; (b) loss of profits, sales or business, agreements or contracts and (c) anticipated savings; (d) wasted expenditure; (e) loss of use or corruption of software, data or information; and (f) loss of or damage to reputation or goodwill.

19.5  Subject to clauses 19.3 and 19.4, MOO’s total liability to Client in connection with the Business Account Agreement shall be limited as follows: (a) in respect of each Order, to an aggregate sum equal to the price of the MOO Products and Add-on Services purchased by Client under that Order; and (b) otherwise in respect of these Business Service Terms, to an aggregate sum equal to the Subscription Fee Client has paid MOO during the 12 months before the liability arose. 

19.6  Any claims by Client arising during a Subscription Period must be brought within one year of the end of the Subscription Period.

20.  INSURANCE

20.1  Each Party shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessman in connection with the risks associated with the Business Account Agreement and produce to the other Party on demand reasonable details of that insurance.

21.  TEMPORARY SUSPENSION

21.1  Without limiting its other rights or remedies, MOO may suspend any User Credentials immediately upon notice to Client if MOO determines: (a) Client or Client User’s access or use of the Business Platform (i) poses a security risk to Business Platform or any third party; (ii) could adversely impact MOO’s systems, services or reputation, or the systems, services or reputation of other MOO customers or third parties; (iii) could subject MOO, its Affiliates, or any third party to liability; or (iv) could be fraudulent; (b) if the Client becomes subject to any of the events listed in clause 23.2, or MOO reasonably believes that the Client is about to become subject to any of them; or (c) if MOO otherwise obtains the right to terminate the Business Account Agreement under clause 23.1.

21.2  If MOO temporarily suspends Business Platform, the Subscription Fee for the period of suspension is not refundable.

21.3  Without limiting its other rights or remedies, MOO may suspend provision of the MOO Products under the Business Account Agreement if: (a) the Client becomes subject to any of the events listed in clause 23.2 or MOO reasonably believes that the Client is about to become subject to any of them; or (b) if MOO otherwise obtains the right to terminate the Business Account Agreement under clause 23.1.

22.  DISPUTE RESOLUTION

22.1  The Parties shall ensure that the Account Manager and the Client Contact shall use their best efforts to negotiate and settle any dispute or difference that may arise out of or relate to the provision of the Business Platform or the provision of any other services under the Business Account Agreement before resorting to legal action. 

22.2  If any such dispute or difference is not resolved through discussion between the Account Manager and Client Contact within two weeks, the dispute shall be referred to an appropriately senior person at Client and a member of MOO’s senior leadership team for further discussion. 

22.3  If any such dispute or difference is not resolved by those persons within a further three weeks of referral, either Party may ask the other to enter into mediation in good faith to settle such a dispute and shall do so in accordance with the CEDR Model Mediation Procedure. 

22.4  To initiate the mediation a Party must give notice in writing (ADR Notice) to the other Party, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed within 14 days of notice of the dispute to CEDR, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. The Party submitting the ADR Notice shall pay the costs of the mediator. 

22.5  If at any time during the processes outlined in this clause 22 the Parties reach agreement on the resolution of the dispute or difference, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, it shall be final and binding on the Parties. 

23.  TERMINATION

23.1  Without limiting any of its other rights, either Party may terminate the Business Account Agreement by giving written notice to the other Party if: (a) the other Party commits a material breach of the Business Account Agreement which is not capable of remedy (or is capable of remedy, but which the other Party fails to remedy within 30 days of receiving notice specifying the breach and requiring the breach to be remedied); or (b) the other Party repeatedly breaches any of the terms of the Business Account Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Business Account Agreement.

23.2  Either Party may terminate the Business Account Agreement by giving the other Party notice if: (a) such other Party becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (Insolvency Act) or obtains a moratorium under Part A1 of the Insolvency Act; (b) such other Party ceases or threatens to cease to carry on the whole or a substantial part of its business; (c) any distress or execution shall be levied upon such other Party’s property or assets; (d) such other Party shall make or offer to make any voluntary arrangement or composition with its creditors; (e) any resolution to wind up such other Party (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) shall be passed, any petition to wind up such other Party shall be presented and not withdrawn or dismissed within seven days or an order is made for the winding up of such other Party; (g) such other Party is the subject of a notice of intention to appoint an administrator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order, or has an administrator appointed over it; (h) a receiver or administrative receiver is appointed over all or any of such other Party’s undertaking property or assets; (i) any bankruptcy petition is presented, or a bankruptcy order is made, against such other Party; (j) an application is made for a debt relief order, or a debt relief order is made in relation to such other Party; (k) such other Party is dissolved or otherwise ceases to exist; or (l) the equivalent of any of these events occurs in relation to such other Party under Applicable Laws.

23.3  If notice to terminate is served under clauses 23.1 or 23.2: (a) no further Orders can be made after the date on which notice is served; (b) if there are no uncompleted Orders as at the date the notice is served, or there are uncompleted Order(s) which MOO has not yet started processing, such notice shall terminate the Business Account Agreement with immediate effect; (c) if there are uncompleted Order(s) at the date notice is served and MOO has started processing those Orders: (i) MOO shall complete those Orders and invoice / charge Client in the normal way; and (ii) the Business Account Agreement shall remain in force until MOO has completed those Orders, at which point it will terminate with immediate effect.

23.4  For the purposes of clause 23.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all material respects other than as to the time of performance.

24.  CONSEQUENCES OF TERMINATION

24.1  Termination or expiry of the Business Account Agreement (howsoever occurring) shall not affect either of the Parties’ accrued rights or liabilities, or the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry (including, but not limited to, the following clauses: 1 (Definitions & Interpretation), 14 (Intellectual Property Rights), 16 (Confidentiality), 18 (Indemnities), 19 (Limitations of Liability & Exclusions), 22 (Dispute Resolution), 24 (Consequences of Termination), 25 (Force Majeure & Delay), 30 (General)).

24.2  On termination or expiry of the Business Account Agreement, all User Credentials will be revoked. Client will lose access to any features and benefits of a subscription, including previous Design Options or Final Proofs, MOO Templates and Client Templates, Design Services, Business Level Pricing, invoicing (where applicable) and the Offline Product Catalogue. Any further orders from MOO without a Subscription shall be treated as non-Business Account orders instead subject to MOO’s separate standard terms and conditions on moo.com. MOO shall delete Client Assets on request from Client.

24.3  On termination or expiry of the Business Account Agreement: (a) Client shall promptly pay MOO any outstanding sums owing to MOO under the Business Account Agreement; (b) all licences and authorisations granted to Client and/or Client Users by MOO under the Business Account Agreement will terminate; and (c) Client shall, on request, promptly return or delete (on MOO’s direction) all MOO Confidential Information. Any further orders from MOO without a Subscription shall be treated as non-Business Account orders instead subject to MOO’s separate standard terms and conditions on moo.com.

24.4  If MOO terminates the Business Account Agreement due to a breach by Client under clause 23.1, any prepaid Subscription Fee will not be refundable. 

25.  FORCE MAJEURE & DELAY

25.1  Neither Party shall be liable for any breach of the Business Account Agreement (other than payment obligations) directly or indirectly caused by circumstances beyond the reasonable control of that Party and which prevent that Party from performing its obligations to the other, which may include without limitation issues or delays caused by technology infrastructure suppliers or delivery companies or a supplier of MOO, Client’s failure to provide MOO with adequate delivery instructions, or any natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, government orders, or pandemics or similar serious outbreaks of disease. The Party whose performance is delayed by such cause will use all commercially reasonable efforts to resume performance as soon as possible and keep the other Party reasonably apprised of the circumstances.

25.2  MOO shall not be liable for any breach of the Business Account Agreement directly caused by Client not complying with its obligations under the Business Account Agreement, including the User Requirements. Where any delay is temporary, MOO shall allow Client a reasonable period to correct.

26.  MODERN SLAVERY

26.1  In performing their obligations under the Business Account Agreement, each Party shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations including the UK Modern Slavery Act 2015. 

26.2  Each Party warrants that at the date the Business Account Agreement is entered into it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of, or in connection with, slavery and human trafficking.

26.3  Breach of this clause 26 shall be deemed a material breach of the terms of the Business Account Agreement which is irremediable.

27.  ANTI-BRIBERY & CORRUPTION

27.1  Each Party agrees to: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption which may include the Foreign Corrupt Practices Act of 1977 and the Bribery Act 2010 (Applicable Anti-Bribery Law); (b) not engage in any activity, practice or conduct which would constitute an offence under Applicable Anti-Bribery Law if such activity, practice or conduct had been carried out in the United States or United Kingdom; and (c) promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of the Business Account Agreement

27.2  Breach of this clause 27 shall be deemed a material breach of the terms of the Business Account Agreement which is irremediable.

28.  ANTI-FACILITATION OF TAX EVASION

28.1  Each Party shall: (a) not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under Applicable Laws; (b) have and shall maintain such policies and procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by another person; and (c) promptly report to the other Party any relevant request or demand received from a third party to facilitate the evasion of tax in connection with the performance of the Business Account Agreement.

28.2  Breach of this clause 28 shall be deemed a material breach of the terms of the Business Account Agreement which is irremediable.

29.  IMPORT TAX, EXPORT & SANCTIONS

29.1  Each Party shall comply with all Applicable Laws relating to import and export and trade sanctions.

29.2  Breach of this clause 29 shall be deemed a material breach of the terms of the Business Account Agreement which is irremediable.

30.  GENERAL

30.1  Unless otherwise stated, time shall not be of the essence for the performance of any obligation.

30.2  Any obligation in the Business Account Agreement on a Party not to do something includes an obligation not to allow that thing to be done.

30.3  No variation of the Business Account Agreement shall be effective unless it is in writing and signed by or on behalf of each Party.

30.4  MOO may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under the Business Account Agreement or any interest in them. Nothing in the Business Account Agreement shall prevent MOO from entering into any agreement or arrangement in relation to any fundraising or public offering.

30.5  MOO may engage any third party to perform its obligations under the Business Account Agreement, provided that MOO shall remain fully liable to Client for performance of such obligations (subject to the exclusions and limitations in the Business Account Agreement).

30.6  Client shall not, without the written consent of MOO (which shall not be unreasonably conditioned, withheld or delayed) assign or transfer any of its rights or obligations under the Business Account Agreement to any third party which is not an Affiliate.

30.7  The Business Account Agreement is the entire agreement between the Parties, and replaces all previous agreements and understandings between them, relating to its subject matter.

30.8  Nothing in the Business Account Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. Neither Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.

30.9  The Parties do not intend any third party to have the right to enforce any provision of the Business Account Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

30.10  Notices under clauses 22 and 23 shall be in writing and delivered by hand or sent by recorded delivery post to, in the case of MOO the address given in clause 1.1, and in the case of Client, the address MOO has on file (or in the absence of such an address, Client’s registered office). Without evidence of earlier receipt, notices are deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by recorded delivery, at 9.00 am on the second Business Day after posting. In the case of post, it shall be sufficient to prove that the notice was properly addressed and posted or transmitted.

30.11  Subject to clause 30.10, any other notices and communications under the Business Account Agreement may be delivered by email, but not by messaging platforms (for example, WhatsApp, Slack, Zoom, Teams, etc). Any notices sent by email are deemed delivered at the time of transmission, or, if this time falls outside of normal business hours in the place of receipt, when normal business hours there resume.

30.12  If any provision or part-provision of the Business Account Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Business Account Agreement. If any provision or part-provision of the Business Account Agreement is deemed deleted, MOO may replace it with a provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

30.13  No failure or delay by a Party to exercise any right or remedy provided under the Business Account Agreement or by Applicable Laws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

30.14  The rights and remedies expressly conferred by the Business Account Agreement are cumulative and additional to any other rights or remedies a Party may have.

30.15  Neither Party may commence any court proceedings in relation to any dispute or difference between Client and MOO arising out of the Business Account Agreement until it has attempted to settle the dispute by mediation as set out in clause 22 and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. (Nothing in clause 22 shall prevent a Party from seeking relief to protect its Intellectual Property Rights or Confidential Information.)

30.16  The Business Account Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with the Business Account Agreement, including disputes relating to any non-contractual obligations.

Business Product Terms

1.  PLACING AN ORDER AND ITS ACCEPTANCE

1.1  Client may place an order in accordance with the Business Service Terms. 

1.2  Each order is an offer by Client and is subject to MOO’s acceptance in accordance with the Business Service Terms. Once accepted, the supply of MOO Products in that Order will be subject to these Business Product Terms.

2.  THE MOO PRODUCTS DESCRIPTIONS

2.1  The MOO Products will be as described and pictured in the Final Proof. As different monitors and screens display colours differently, MOO cannot guarantee that the Client’s computer's display of the colours accurately reflects the colour of the MOO Products. The colour of the Client’s MOO Products may vary slightly from those images.

2.2  Although MOO makes every effort to be as accurate as possible, final dimensions and layout of print products indicated on the Business Platform or in a Final Proof may vary by small amounts.

2.3  MOO reserves the right to amend the Final Proof if required by any Applicable Laws, and MOO shall notify the Client in any such event.

3.  DELIVERY, TRANSFER OF RISK AND TITLE

3.1  MOO will provide Client with estimated delivery dates for delivery of the MOO Products. Any estimated delivery date or estimated delivery times provided to Client or on the Business Platform or MOO’s website are approximate only and time is not of the essence (and cannot be made so by the delivery of any notice). 

3.2  Client must provide MOO with its Delivery Information when it places the Order. MOO will deliver the MOO Products to the address in the Delivery Information. MOO only accepts one delivery address. If your specified address is not recognised in the shipping carrier's system, MOO reserves the right to alter the delivery address to the closest match recognised by the carrier.

3.3  MOO shall not be liable for any failure or delay in delivery of the MOO Products that is caused by: (a) circumstances beyond MOO’s reasonable control (Force Majeure Event); (b) the Client's failure to provide MOO with adequate delivery instructions or any other instructions that are relevant to the supply of the MOO Products; or (c) delivery companies. 

3.4  Delays in delivery of an Order shall not entitle Client to: (a) refuse to take delivery of the Order; (b) claim damages; or (c) terminate the Order or the Business Account Agreement (subject always to the termination rights set out in the Business Service Terms).

3.5  Delivery is complete once the MOO Products have been unloaded at the address in the Delivery Information and the MOO Products will be at Client’s risk from that time.

3.6  Client owns the MOO Products after the later of: (a) MOO’s receipt of payment in full, including all applicable Shipping Charges; or (b) delivery of the MOO Products to Client.

3.7  Subject to clause 3.3, if MOO fails to deliver the MOO Products, MOO’s liability is limited to the reasonable cost, less the price of the MOO Products. 

3.8  If Client fails to accept delivery of the MOO Products within 3 Business Days of MOO notifying the Client that the MOO Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or MOO's failure to comply with its obligations under the Business Account Agreement in respect of the MOO Products: (a) delivery of the MOO Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which MOO notified the Client that the MOO Products were ready; and (b) MOO shall store the MOO Products until actual delivery takes place, and charge the Client for all related costs and expenses (including insurance).

3.9  If ten Business Days after the day on which MOO notified the Client that the MOO Products were ready for delivery the Client has not accepted actual delivery of them, MOO may dispose of part or all of the MOO Products and charge the Client for the price of those MOO Products.

3.10  MOO aims to ship complete Orders in their entirety. However, where MOO deems it appropriate, it may split the Order into multiple deliveries. Any delay in one of these deliveries or defect in the MOO Products in one of these deliveries shall not entitle the Client to cancel any other deliveries under the Order. 

4.  INTERNATIONAL DELIVERY

4.1  There may be restrictions on some MOO Products for certain delivery destinations. MOO may, in its discretion, reject an Order based on its delivery location. 

4.2  If Client Orders MOO Products from the Business Platform for delivery to one of the International Delivery Destinations, Client’s Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that MOO has no control over these charges nor can MOO predict their amount.

4.3  Client will be responsible for payment of any such import duties and taxes. Client should contact its local customs office for further information before placing its order.

4.4  Client must comply with all Applicable Laws of the country for which the MOO Products are destined. MOO will not be liable or responsible if Client breaks any such law.

5.  REJECTING DEFECTIVE OR UNSATISFACTORY MOO PRODUCTS 

5.1  Client may reject or request to change the MOO Products delivered to it that do not comply with the warranty given by MOO at clause 7.1 below provided that: (a) Client notifies MOO within 5 Business Days of delivery; (b) Client cooperates with MOO and provides all information and evidence of the issues/defect(s) as MOO reasonably requires (including photographs and/or videos of the issue/defect(s)); (c) none of the exceptions to the warranty under clause 7.2 apply; and (d) Client (if asked to do so by MOO) returns the MOO Products to MOO.

5.2  If Client fails to give notice of rejection in accordance with clause 5.1, it will be deemed to have accepted the MOO Products as they are.

5.3  If Client rejects MOO Products under clause 5.1, MOO will, at its option, modify, repair or replace the MOO Products to comply with clause 7.1, or refund the price of the defective MOO Products in full.

6.  PAYMENT & PRICE 

6.1  Client shall pay for the MOO Products in accordance with the Business Service Terms.

7.  WARRANTY FOR MOO PRODUCTS

7.1  MOO provides a warranty that on delivery: (a) the MOO Products shall: (i) subject to clause 2, conform in all material respects with the Final Proof; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality; and (iv) be fit for any purpose held out by MOO.

7.2  MOO will not be liable for breach of the warranty set out in 7.1 if: (a) Client makes any further use of the MOO Products after giving notice to MOO under clause 5.1; (b) the defect arises because Client failed to follow MOO's oral or written instructions as to the storage or use and maintenance of the MOO Products or (if there are none) Good Industry Practice regarding the same; (c) the defect arises as a result of MOO using or following any of the Client Assets or any other Client instructions; (d) Client alters or repairs the MOO Products without MOO’s written consent; (e) the defect arises as a result of Client’s fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the MOO Products differ from their description or Final Proof as a result of changes made to ensure they comply with Applicable Laws.

7.3  MOO will only be liable to Client for the MOO Products' failure to comply with the warranty set out in 7.1 to the extent set out in this clause 7.

7.4  Clause 5 states MOO’s sole obligations and liability, and Client’s sole remedy, for breach of the warranty set out in clause 7.1.

7.5  These Business Product Terms also apply to any repaired or replacement MOO Products supplied by MOO to Client.

8.  LIABILITY & EXCLUSIONS

8.1  Liability and exclusions under the Business Account Agreement are set out in the Business Service Terms.

8.2  Except as expressly stated in the Business Account Agreement, MOO does not give any representations, warranties or undertakings in relation to the MOO Products or Add-on Services. Any representation, condition or warranty which might be implied or incorporated into the Business Account Agreement by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, MOO will not be responsible for ensuring that the MOO Products are suitable for Client’s purposes. 

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