Habu Subscriptions Terms and Conditions

1. Introduction
This page tells you information about us and the terms and conditions on which we sell subscriptions to the cloud based platform known as Habu. These terms and conditions will apply to any contract between you and us for your access and use of Habu (“Contract”). Please read these terms and conditions carefully and make sure you understand them, before purchasing any subscription to Habu. Please note that before placing your order you will be asked to agree to these terms and conditions. If you refuse to accept these terms and conditions you will not be able to order any subscription to Habu.
We may amend these terms and conditions from time to time as set out in Clause 4. These terms and conditions were last updated on 5th September 2016.

2. Information about us
2.1 We operate the website www.habu.co (“our website”). We are Habu Spaces LTD, a company registered in England and Wales with company number 8973046 and with our registered office at Hamilton House, 80 Stokes Croft, Bristol, BS1 3QY (“we”, “our”, “us”).

2.2 You may contact us by telephone on +44 (0) 117 299 3998 or by email at hello@habu.co. If you wish to give us formal notice of any matter in accordance with these terms and conditions please see Clause 19.

3. Basis of contract
3.1 These terms and conditions and any document referred to in them constitute the entire agreement between you and us relating to Habu and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral.

3.2 You acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.

3.3 You agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

3.4 Our website pages will guide you through the steps you need to take to place an order for a subscription to Habu. We will confirm our acceptance of your order by email. The Contract will only be formed when we send such email.

4. Our right to vary these terms and conditions and Habu
4.1 We may amend these terms and conditions from time to time. Please look at the top of this page to see when these terms and conditions were last updated and which Clauses were changed.

4.2 The terms and conditions in force at the time of your order will apply to the Contract.

4.3 We may revise these terms and conditions as they apply to your order from time to time to reflect the following circumstances and in such circumstances as we may otherwise consider reasonable from time to time:(a) changes in relevant laws and regulatory requirements; and(b) changes to Habu and/or the way we sell subscriptions.

5. Scope of access to and licence to use Habu
5.1 Upon our confirmation of your order we agree to grant to you a non-exclusive, non-transferable right in relation to those of your employees, partners (if you are a partnership) or members whom are listed as “Team Users” as shown on the active users tab in the Habu user list (together referred to as the “Team Users” and individually, a “Team User”), to permit the Team Users to access and use Habu during the period set out in Clause 5.2 or Clause 

5.3 (as applicable), solely for the purpose of managing hub matters on behalf of your hub;

5.2 (as applicable), solely for the purposes permitted by us from time to time.

5.3 If you are have signed up for a free trial of Habu your right to permit access to and use of Habu in accordance with Clause 5.1 shall commence on the date that we provide you with your login details and shall end on the expiry of your free trial, unless you have purchased a subscription to Habu prior to the expiry of your free trial, in which case your access to and use of Habu shall end on the date described in Clause 5.3.

5.4 If you have purchased a subscription to Habu your right to permit access to and use of Habu in accordance with Clause 5.1 shall commence on the start date of your subscription (as confirmed by us in the email sent to you after you have placed your order) and, if you have purchased a monthly subscription, shall continue for an initial period of 1 month or, if you have purchased an annual subscription, shall continue for an initial period of 12 months (“Initial Term”).

5.5 For the purpose of these terms and conditions a “month” shall run from the start date of your subscription to the day immediately before such date in the next month. If, for example, your subscription started on the 20th of the month, a month would run from the 20th of that month to the 19th of the next month. Any reference in these terms and conditions to a “month” shall be construed accordingly.

5.6 For the purpose of these terms and conditions a “year” shall run from the start date of your subscription to the day immediately before the first anniversary thereof Any reference in these terms and conditions to a “year” shall be construed accordingly.

5.7 Your subscription shall, upon the expiry of your Initial Term, be automatically renewed for successive periods of 1 month (if you have purchased a monthly subscription) or 12 months (if you have purchased an annual subscription) (each a “Renewal Term”), unless:
(a) either we or you notify the other of termination, in writing in accordance with Clause 14.1 or Clause 14.2 in which case the Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or
(b) otherwise terminated in accordance with Clause 14;(any trial period together with the Initial Term and any Renewal Term shall be referred to as the “Subscription Term”).

6. Terms of use of Habu
6.1 You shall ensure that all Team Users comply with these terms and conditions in respect of their access to and use of Habu and shall at all times diligently enforce these terms and conditions against all Team Users and be responsible for the compliance by all Team Users with these terms and conditions as though the acts and/or omissions of the Team Users were your own acts or and/omissions.

6.2 You undertake that:
(a) you will not allow or suffer any login to be used by any person other than the Team User notified to Habu for that subscription;
(b) each of the Team Users shall keep a secure password for his use of Habu, that such password shall be changed in accordance with our requirements from time to time and that each of the Team Users shall keep his or her password confidential;
(d) you will permit us to conduct audits in order to establish whether clause 6.2 (b) is being complied with;
(e) if any of the audits referred to in Clause 6.2 (d) reveal that you have underpaid any subscription fees to us (by reason of non-compliance with Clause 6.2 (b) or otherwise), then without prejudice to our other rights, you will pay to us an amount equal to such underpayment as calculated in accordance with the then current subscription fee for Habu.

6.3 You will not and will ensure that the Team Users and Client Users will not access, store, distribute or transmit any Virus (as defined in Clause 6.4), or any material during the course of its and/or the Team Users’ use of Habu 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) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your and the Team Users’ access to any material that breaches the provisions of this Clause.

6.4 For the purpose of Clause 6.3, “Virus” shall mean any thing or device (including any software, code, file or programme) which may: 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; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

6.5 You shall not and shall ensure that the Team Users shall not:
(a) use Habu for illegal or immoral purposes;(b) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:(i) and except to the extent expressly permitted under these terms and conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Habu (including its underlying software or any documentation or templates provided as part of Habu) in any form or media or by any means; or(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Habu (including any of its underlying software); or(c) access all or any part of Habu in order to build a product or service which competes with Habu; or(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Habu available to any third party (except for the Client Users in accordance with Clause 5.1 (b) and subject to the remainder of these terms and conditions).

6.6 You agree to use all reasonable endeavours to prevent any unauthorised access to, or use of, Habu and, in the event of any such unauthorised access or use, promptly notify us and provide us with such reasonable assistance as may be required to enable us to remedy such unauthorised access or use.

7. Availability and support services
7.1 We will use commercially reasonable endeavours to make Habu available to you during the Subscription Term 24 hours a day, seven days a week but we reserve the right to shut Habu (or parts of it) down for the purpose of carrying out maintenance from time to time.

7.2 We will, as part of your subscription and at no additional cost to you, provide you with our standard customer support services in accordance with our support services policy from time to time.

8. Customer data
8.1 You shall own all right, title and interest in and to all of the data inputted by you and/or Team Users onto Habu (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

8.2 You hereby grant to us a right to access and/or use the Customer Data (including the right to disclose the Customer Data to third parties) for the purpose of providing Habu to you (including any support services). You also permit us to use non identifiable Customer Data for the purpose of:(a) updating and/or improving Habu including to determine usage statistics in respect of Habu features;(b) benchmarking the operation of accountancy practices.
You hereby agree that you have the permission of all Client Users to our use of the Customer Data in accordance with this Clause.

8.3 We agree that we will use reasonable endeavours to keep the Customer Data confidential and to refrain from disclosing the Customer Data other than in accordance with this Clause 8. In the event of any loss or damage to Customer Data, however, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from our service providers but we shall not have no liability to you in the event that our service providers do not hold or do not provide us with any such back-up.

8.4 If we process any personal data on your behalf when performing our obligations under the Contract, we and you record our intention that you shall be the data controller and we shall be a data processor and in any such case:
(a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Team Users are located;
(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data on your behalf;
(c) you shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

8.5 In relation to Customer Data which has been inputted by Client Users which is not personal data you shall also ensure that such Client Users have been informed of, and have given their consent to, the use, processing and transfer described in this Clause 8.

9. Warranties and network connections
9.1 We warrant that Habu will perform substantially in accordance with the description given to it on our website from time to time.

9.2 The warranty at Clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of Habu contrary to our instructions, or modification or alteration of Habu by any party other than us or our duly authorised contractors or agents.

9.3 If Habu does not conform with the foregoing warranty, we will use reasonable commercial endeavours to correct any such non-conformance promptly, or, at our sole discretion, use reasonable commercial endeavours to provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out in Clause 9.1.

9.4 Notwithstanding the foregoing:
(a) you acknowledge that as Habu is a cloud based product it is subject to updates and changes from time to time which will automatically be applied without notice. Accordingly, Habu is a continuously evolving product and its functions and features will be subject to change from time to time. We provide no guaranties, assurances or warranties that the functions and features which exist at the time that your subscription starts will continue to be available throughout the entirety of your Subscription Term;
(b) you acknowledge that you have had the benefit of 45 days in which you are entitled to claim your money back in order to determine whether Habu meets your requirements. Accordingly, we provide no guarantees, assurances or warranties that Habu will meet your requirements or be fit for your specific purpose(s);
(c) we provide no guarantees, assurances or warranties that your use of Habu will be uninterrupted or error-free; and
(d) are not responsible for any delays, failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that Habu may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5 You shall:
(a) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
(b) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our or our supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

10. Subscription fees and payment
10.1 The subscription fee that you must pay to us per Bookable Space will be as quoted on and established in accordance with our website at the time you submit your order.

10.2 The subscription fees may change from time to time but changes will not affect any current subscription in respect of which you are part way through the Subscription Term. If you renew your subscription, subject to Clause 10.5 the subscription fees payable for the Renewal Term will be those applicable at the time of your renewal

10.3 Save where you have purchased an annual subscription, on the last day of each month you will pay to us by any method as we may permit from time to time an amount which, subject to Clause 11.2, equates to the subscription fees calculated in accordance with Clause 10.1 for the highest number of active Bookable Spaces during that month. If for, example, on the first day of the month, you have 21 active Bookable Spaces and remove 1 Bookable Space part way through that month, without adding any additional Bookable Spaces, your subscription fee for that month will be based on 21 Bookable Spaces.

10.4 If you have purchased an annual subscription, you will pay to us by any method as we may permit from time to time an amount which equates to the subscription fees calculated in accordance with Clause 10.1 and any fees for additional Team Users immediately or at such later time(s) we consider appropriate.

10.5 We shall be entitled to increase the subscription fee per Bookable Space at the start of any Renewal Term upon 60 days' prior notice to you.

11. Proprietary rights in Habu
11.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in Habu (including its underlying software). Except as expressly stated herein, Habu does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Habu.

12. Indemnity
12.1 You shall defend, indemnify and hold us harmless 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:(a) your use of Habu:(b) any claim made against us by any third party relating to Habu.

13. Limitation of liability
13.1 This Clause 13 sets out our entire financial liability (including any liability for the acts and omissions of our employees, agents and sub-contractors) to you in respect of:(a) any breach of our contractual obligations arising under the Contract; and(b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

13.2 Any act or omission on our part or on the part of our employees, agents or sub-contractors falling within Clause 13.1 shall, for the purpose of Clause 13.5 and Clause 13.6 be known as an “Event of Default”.

13.3 Except as expressly and specifically provided in these terms and conditions:(a) you assume sole responsibility for results obtained from the use of Habu, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with Habu or any actions taken by us at your 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 the Contract; and(c) Habu is provided to you on an "as is" basis.

13.4 Nothing in the Contract excludes our liability:(a) for death or personal injury caused by our negligence; or(b) for fraud or fraudulent misrepresentation.

13.5 Subject to Clause 13.3 and Clause 13.4:
(a) We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, 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 however arising under the Contract; and
(b) Our total aggregate liability in respect of an Event of Default shall:
(i) in respect of any Event of Default giving rise to a liability which is covered by our insurance, be limited to the amount which we are able to recover from our insurers in respect of such liability; and
(ii) in respect of any other Event of Default, be limited to an amount equal the total subscription fees paid by you to us in the 12 months immediately preceding the date upon which you first inform us in writing of the Event of Default.

13.6 For the purpose of Clause 13.5 (b) if a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under the Contract.

14. Termination
14.1 In the event that you have purchased a monthly subscription, you and/or we shall have the right to terminate your subscription at any time by providing no less than one month’s written notice of termination to the other. For the avoidance of doubt, in the event that one month’s notice is provided part way through a month, your subscription shall terminate at the end of the following month (as opposed to the month during which the notice of termination was provided).

14.2 In the event that you have purchased an annual subscription, you and/or we shall have the right to terminate you subscription by providing no less than one month’s written notice of termination to the other, such notice to expire no sooner than the end of the then current Initial Term or Renewal Period.

14.3 Without limiting our other rights or remedies, we may terminate the Contract (and/or any or all of your subscriptions) with immediate effect by giving written notice to you if:
(a) you and/or any Team User commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of you being notified in writing to do so;
(b) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
(c) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding-up other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
(e) you (being an individual) are the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer 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 your assets and such attachment or process is not discharged within 14 days;
(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 you;
(h) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(j) any event occurs or proceeding is taken with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.3 (b) to Clause 14.3 (i) (inclusive);
(k) you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business;
(l) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
(m) you (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.

14.4 Without limiting our other rights or remedies, we may terminate the Contract (and/or any or all of your subscriptions) with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and fail to pay all outstanding amounts within seven days after being notified in writing to do so.

14.5 Without limiting our other rights or remedies, we may suspend provision of Habu if you become subject to any of the events listed in Clause 15.3 (b) to Clause 15.3 (m), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under the Contract on the due date for payment.

14.6 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate;
(b) we may keep a record of any Customer Data in our possession for such period as we consider reasonable or destroy or otherwise dispose of any Customer Data in our possession;
(c) you acknowledge that you have no right to have any Customer Data returned to you;
(d) any rights, remedies, obligations or liabilities of you or us that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure
We shall have no liability to you under the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, failure, default or delay on the part of our suppliers or subcontractors (including, but not limited to, our hosting service provider), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

16. Variation
No variation of Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing by us.

17. Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.

18. Assignment and other dealings
18.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

18.2 You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights or obligations under the Contract.

19. Notices
19.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

19.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 

19.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day (as defined below) after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. For the purpose of this Clause a “Business Day” shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

19.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. Severance
20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

20.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

22. Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.

24. Governing law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

25. Jurisdiction
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 Contract or its subject matter or formation (including non-contractual disputes or claims).
© 2017, Habu Spaces Ltd.