UPDATE NOTICE: The below Terms of Service (‘Terms’) were posted on 01st January 2016 and are effective as of the same date. Your use of Little Kanga Services (including all usage under our brands such as StartUp Disruptors) automatically constitutes your acceptance of the latest version of these latest Terms. These updated Terms completely replace all previous versions.
Thank you for using Little Kanga Ltd. Please read these Little Kanga Terms of Service (the "Terms") carefully. They govern your access to and use of Little Kanga’s subscription services available at www.startupdisruptors.co.uk after logging into your Little Kanga Account (as defined below), and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Services").
Information about Little Kanga.
Little Kanga is a company registered under number 10427511 full name Little Kanga Limited and with registered office at Suite 107, 5 Charter House Lord Montgomery Way, Portsmouth, Hants, England, PO1 2SN . Little Kanga’s VAT number is 432 5104 37 – all pricing where mentioned will be subject to VAT at the standard UK rate and the subscriptions advertised will be subject to VAT at source.
Little Kanga - Terms of Service
These Terms of Service are an agreement between us ‘Little Kanga’ and you ‘the Customer’.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes email.
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2.1 The Customer warrants:
(a) that the Customer is over 18 years of age as at the Effective Date and has the legal capacity and authority to take a User Subscription for the Services, and
(b) that the Customer is acting in the course of the Customer’s business.
2.2 Subject to the Customer purchasing the User Subscription in accordance with these Terms, the restrictions set out in this clause 2 and the other terms of this agreement, Little Kanga hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services during the Subscription Term solely for the Customer's internal business operations.
2.3 The Customer undertakes that it shall keep a secure password for the use of the Services and keep the password confidential.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Little Kanga reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.5 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services ; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining access to the Services; or
(f) introduce or permit the introduction of, any Virus into the Services or Little Kanga's network and information systems, or
(g) use the Services to data scrape or otherwise harvest the data of another user.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Little Kanga.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 Little Kanga shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
3.2 Little Kanga shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance, which will be carried out outside of Normal Business Hours; and
(b) unscheduled maintenance, which may be done at any time.
4.2 The Customer shall retain ownership of Customer content. By transmitting Customer content through the Service, the Customer grants Little Kanga a worldwide, non-exclusive, and limited term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer content and to access the Customer’s account, as reasonably necessary: (i) to provide, maintain, operate, and update the Services and to provide support for the Services; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
4.3 The Customer shall be solely responsible for the accuracy, quality, content, and legality of Customer content, and any actions triggered by Customer content. The Customer represents and warrants that: (i) the Customer has obtained all necessary rights, releases, and permissions to transmit Customer content through the Services and for any actions triggered by Customer content on the Services, and to otherwise use, process, and/or store Customer content on the Services used or stored; and (ii) Customer content, and its transmission, processing, storage, and use as the Customer authorizes in these Terms or through its Little Kanga account will not violate any laws or regulations, these Terms, or the terms of any applicable third-party service.
5.Little Kanga's obligations
5.1 Little Kanga shall perform the Services with reasonable skill and care.
5.2 Little Kanga's obligations at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Little Kanga's instructions, or modification or alteration of the Services by any party other than Little Kanga or Little Kanga's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Little Kanga will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.3 Little Kanga:
(a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free; or
(ii) that the Services, or the information obtained by the Customer through the Services will meet the Customer's requirements; or
(iii) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.4 Little Kanga warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.1 The Customer shall:
(a) provide Little Kanga with all necessary access to such information as may be required by Little Kanga in order to provide the Services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) use the Services in accordance with the terms and conditions of this agreement;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Little Kanga, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(e) ensure that its network and systems comply with any relevant specifications provided by Little Kanga from time to time; and
(f) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Little Kanga's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.Charges and payment
7.1 The Customer shall pay the Subscription Fees to Little Kanga for the User Subscription in accordance with this clause 7.
7.2 The Customer shall on the Effective Date provide to Little Kanga valid, up-to-date and complete credit card details acceptable to Little Kanga and any other relevant valid, up-to-date and complete contact and billing details and the Customer hereby authorises Little Kanga to bill such credit card on the Effective Date and thereafter on a monthly basis on the same date each month for the Subscription Fees (the ‘due date’), (or if this is not possible the closest date to the due date).
7.3 If Little Kanga has not received payment within 2 days after the due date, and without prejudice to any other rights and remedies of Little Kanga Little Kanga may without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Little Kanga shall be under no obligation to provide any or all of the Services until the Customer’s account is brought up to date.
7.4 All Subscription Fees and other monetary sums referred to in this agreement:
(a) shall be payable in pounds sterling; and
(b) are non-refundable.
7.5 Little Kanga shall be entitled to increase the Subscription Fees at any time on not less than 30 day’s prior notice to the Customer.
8.1 The Customer acknowledges and agrees that Little Kanga and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
9.1 The Customer shall defend, indemnify and hold harmless Little Kanga against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Little Kanga provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
10.Limitation of liability
WARNING: you are strongly advised to read this clause.
10.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Little Kanga shall have no liability for any damage caused by errors or omissions in any information provided to Little Kanga by the Customer in connection with the Services, or any actions taken by Little Kanga at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services are provided to the Customer on an "as is" basis.
10.2 Nothing in this agreement excludes the liability of Little Kanga:
(a) for death or personal injury caused by Little Kanga's negligence; or
(b) for fraud or fraudulent misrepresentation.
10.3 Subject to clause 10.1 and clause 10.2:
(a) Little Kanga shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
(b) Little Kanga's total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Little Kanga’s total liability for those claims shall not exceed the single highest annual cap for those contract years.
(c) In clause 10.3(b):
(i) the cap is equivalent of the total Subscription Fees paid in the contract year in which the breaches occurred; and
(ii) a contract year means a 12-month period commencing on the Effective Date or any anniversary of it.
10.4 References to liability in this clause 10 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.5 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Little Kanga’s Intellectual Property Rights.
11.Term and termination
11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue until terminated in accordance with these Terms.
11.2A Customer may cancel this agreement at any time by serving notice of termination by email to email@example.com The notice shall contain the Customer’s full details.
11.3 Notice served in compliance with clause 11.2 shall take effect:
(a) for User Subscriptions with Subscription Fees of £4,999 or less per month at the end of the month in which the notice is served; and
(b) for User Subscriptions with Subscription Fees of £5,000 or more per month at the end of the month that immediately follows the month in which the notice is served.
11.4 Little Kanga reserves the right to charge a one off £50.00 fee for cancellation of a User Subscription by the Customer. This is to cover administrative costs and the Customer hereby acknowledges and agrees that this is a fair and proportionate sum.
11.5 Little Kanga may terminate a Customer’s User Subscription at any time on serving not less than one month’s notice on the Customer in writing to the email address provided to Little Kanga by the Customer.
11.6 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j)a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.6(c) to clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
11.7 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
(b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving seven days' written notice to the affected party.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.1 If any provision or part-provision of this 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 this agreement.
17.2 If any provision or part-provision of this agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.1 These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation[or negligent misstatement based on any statement in this agreement.
19.1 The Customer shall not, without the prior written consent of Little Kanga, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
19.2 Little Kanga may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
20.No partnership or agency
Nothing is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.Third party rights
21.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
22.1 Any notice (including notice of termination) given to a party under or in connection with this agreement shall be in writing and shall be:
(a) sent by email to the following addresses (or an address substituted in writing by the party to be served):
(i) Little Kanga: firstname.lastname@example.org
(ii) the Customer: the email address advised to Little Kanga as at the time of purchase.
22.2 Any notice shall be deemed to have been received:
(a) at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or contract formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).