Tent is an online community platform, which is owned, and the service provided, by Impact Box Limited (“Impact Box”, “us” and “we” below), Company Number 09914362, a limited company registered in England and Wales.
Address: Unit Z, 23 Alphabet Mews, London, SW9 0FN
This Agreement takes effect on the earliest of You: 1) creating an account for use of Tent while being presented a link to this Agreement; or 2) using the Tent platform (the earliest of the foregoing being the “Effective Date”). If You enter into this Agreement or acquire the Services on behalf of an entity, You represent and warrant that You have the authority to accept this Agreement on the entity's behalf.
In order to use the Services, You must:
In addition to terms defined elsewhere in this Agreement, the following definitions will apply to capitalised words in this Agreement:
1.1 “Customer’s Account” means the Web-based account provided by Company to Customer that enables Users to use the Subscription Services which is accessible to Users via usernames and passwords created and/or assigned by Customer.
1.2 “Customer Content” means, excluding the Services, any and all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials and content, that Users post, upload, share, submit, store or otherwise provide or make available through or using the Services.
1.3 “DPA” means the Tent Data Processing Agreement.
1.4 “Intellectual Property Rights” means any and all patents, inventions, copyrights, moral rights, trademarks, domain names, trade secrets, know-how, software, and any other form of intellectual property and/or proprietary rights recognised in any jurisdiction whether existing now or acquired hereafter including any application or right to apply for registration of any of these rights.
1.5 “Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any governmental authority, including, but not limited to, where applicable, the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (the, “General Data Protection Regulation” or “GDPR") and the Data Protection Act 2018 (“UK DPA”). Where relevant to the Customer’s or User’s obligations, when assessing “applicability”, Customer and User shall take into account the Governing Law in this Agreement and the Laws relating to both the jurisdiction where User is using the Services and the jurisdiction where the Contact resides.
1.6 “Subscription Term” means the period of time for which the Customer has subscribed to the Tent platform, during which Users will have access to the Services.
1.7 “Professional Services” means services, other than the Tent platform, provided by Company staff including, but not limited to, onboarding services, support services, provision and/or creation of any Customer-specific customisations.
1.8 "Sensitive Information" means credit or debit card numbers; financial information, government issued identification numbers (such as passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
1.9 “Services” means the Software, Professional Services, Pre-Existing IP, products, services, applications, tools and other resources provided or made available by Company or accessible at the Site (or other website(s) owned by Company), including any applicable support services, manuals, documentation and related material, and all related service names, logos, design marks, slogans, and all other material comprising the Software, Professional Services, and Pre-Existing IP, but excluding any Customer Content.
1.10 “Software” means the Tent platform, Site, and any software provided by Company and/or its Subcontractors, including, but not limited to, software development kits, other software code supplied by Company to Customer that allows for integration of the Services into Customer’s websites or mobile applications, and any related updates or modifications provided by Company from time to time.
1.11 “Subscription Service” means the Tent application which is available to the Customer.
1.12 “Third Party Services” means any software, products, tools, applications, or services that may be used in connection with the Services that are not owned by the Company.
1.13 “User” means any person, other than Company employees or agents engaged in providing Professional Services to Customer, accessing and/or using the Services through Customer’s Account.
2.1 Other Incorporated Documents. This Agreement, together with its incorporated documents, constitutes the entire agreement between Customer and Company regarding the Services and supersedes all prior agreements, representations, and understandings, whether written or oral, concerning its subject matter and governs Company’s provision of and Customer’s receipt of the Services.
2.2 Agreement Modifications. This Agreement was last modified on the date listed at the top of this Agreement. Company may make modifications to this Agreement by posting a revised Agreement on the Site and/or by sending an email to the last email address provided by Customer to Company. Customer acknowledges and agrees that use of the Services by Customer after the last updated date constitutes Customer’s acceptance of the modified terms, that such modified terms will become effective on the last updated date, and that it is Customer’s responsibility to check the website regularly for modifications to this Agreement. Any term or condition in any purchase order or other document provided by Customer to Company will be null, void, and of no legal force or effect unless it is made pursuant to an amendment to this Agreement and signed by an authorised representative of the Company.
3.1 Access. Subject to the terms and conditions of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software during the Subscription Term, in accordance with the limitations (if any) set forth in this Agreement. This Agreement is not intended to nor does it provide any license rights to the Software. Company is not obligated to provide, and Customer acquires no right of any kind with respect to, any source code for the Software.
3.2 Restrictions. Except as otherwise expressly permitted by this Agreement, Customer is not authorised to resell, assign, sublicense, transfer, pledge, lease, rent, copy, modify, reverse-engineer or disassemble the Services or share its rights under this Agreement. Customer’s use of the Services confers no title or ownership in the Services and is not a sale of any rights in the Services. All ownership rights to the Services remain in Company or its third party suppliers, as applicable.
3.3 Modifications. We reserve the right to modify the Services, or any features of the Services at any time and for any purpose, including but not limited to, improving performance or quality, correcting errors, or maintaining competitiveness. Such modifications, when delivered, shall become part of the Services and shall be subject to all of the terms of this Agreement.
3.4 Free Trials. We may make some or all of the Services available on a limited, non-exclusive, non-transferable, revocable, free trial basis. We may terminate free trial accounts at any time in our sole discretion with no obligations to Customer or User of the account. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the Tent platform before the end of the free trial, all of your data in the Tent platform may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
3.5 Acceptable Use. The rights granted to a Customer to access and use the Tent platform are subject to Customer’s compliance with the following:
Customer will not and will not allow or encourage others to:
3.6 No Sensitive Information. You acknowledge that the subscription services have not been designed to process or manage sensitive information and accordingly you agree not to use the subscription service to collect, manage or process sensitive information. We will not have and specifically disclaim any liability that may result from your use of the subscription service to collect, process or manage sensitive information.
3.7 Third Party Services. If Customer enables, installs, connects, or provides access to any Third Party Services for use with the Services, Customer hereby:
4.1 Fees. Customer shall pay all subscription fees agreed to at the start of the subscription, for the entire Subscription Term. Payment obligations are non-cancellable and fees paid are non-refundable.
4.2 Late Payment. If any amount due is not received by the due date, then without limiting Company’s rights or remedies, Company may apply a late fee of 1.5% of the outstanding balance per month, or the maximum rate permitted by Law, whichever is lower, from the date such payment was due until the date paid.
4.3 VAT. All fees stated under the Billing page on the Tent platform are exclusive of VAT. VAT will be added to the final price charged to Customer at the checkout.
4.4 Fees at Renewal. Customer subscription is automatically renewed at the end of the Subscription Term, unless Customer cancels the subscription. Upon expiration of the applicable Subscription Term, Customer will automatically be charged for renewal in accordance with the payment method specified on Customer’s Billing Page, unless Customer terminates its account in accordance with this Agreement. At renewal, fees will be set at the then-current pricing and Customer is responsible for reviewing the fees charged by Company prior to renewal.
4.5 No Refunds. Except as otherwise provided in this Agreement or required by Law, Company will not provide refunds or credits for partial or unused periods of service.
4.6 Disputing Charges. Any dispute to a charge must be made in writing with specificity within 60 days after the date of the disputed charge.
4.7 Payment by credit card. If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term, and automatically at renewal. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4.8 Payment against invoice. If you are paying by invoice, all amounts invoiced are due and payable within thirty days from the date of the invoice, unless otherwise agreed in writing.
4.9 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing page within your Tent account.
5.1 License. This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any Software by this Agreement. The Subscription Service is protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Tent Content or the Subscription Service, in whole or in part, by any means, except as expressly authorised in writing by us.
5.2 Feedback We welcome feedback and suggestions from customers for improvements to the Tent platform. By making suggestions, you agree that all such comments will be non-confidential and we own all rights to use and incorporate them into the Subscription Service, without payment or attribution to you.
6.1 You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by emailing us at firstname.lastname@example.org.
7.1 Confidential information. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service), and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.2 Disclosure of confidential information. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
8.1 Rights You own and retain all rights to the Customer Content. This Agreement does not grant us any ownership rights to Customer Content. You grant permission to us and our licensors to use the Customer Content only as necessary to provide the Subscription Service to you and as otherwise permitted by this Agreement. If you are using the Subscription Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
8.2 Use of customer data. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this Agreement.
8.3 Analytics. We may monitor use of the Subscription Service by all of our customers and use the information gathered.
8.4 Data Processing Agreement. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.
8.5 User Passwords. Customer is solely responsible for keeping Customers’ and/or Users’ account name, password, and any other login credentials confidential. Customer is responsible for any and all activities that occur within Customer’s Account, whether authorised by Customer or not. Customer must notify Company immediately of any unauthorised access or use of Customer’s Account. Company will not be held responsible or liable for any losses due to lost or otherwise compromised passwords.
9.1 Company Warranties. Company represents and warrants that: (a) Company shall make every reasonable attempt to ensure there is no material degradation of the Services during the Subscription Term; and (b) Professional Services shall be performed in a professional and workmanlike manner by qualified personnel.
9.2 Customer Warranties. Customer represents and warrants that it will comply with Laws applicable to the collection, use, and processing of data relating to an individual that it uploads or transmits to the Services or collects via the Services.
10.1 Subscription Term. Your initial Subscription Term will be specified when you sign up to the Tent platform, and, unless you cancel your subscription, it will automatically renew at the end of the Subscription Term.
10.2 Cancellation. You can cancel your subscription within the Tent platform, by accessing ‘Manage your subscription’ under ‘Platform Setup > Billing’, and selecting ‘Cancel plan’. You can cancel your subscription at any time, but will not receive a refund for any period already paid for. In the event of cancellation, you will have access to the platform for the full period you have paid for.
10.3 Right to Suspend. Company may suspend Customer’s Account: (a) for non-payment or untimely authorisation of payment; (b) at any time without notice for conduct that it believes, in its reasonable discretion, violates: i) this Agreement or other agreements or guidelines which may be associated with Customer’s use of the Services; or ii) any Laws applicable to Customer’s use of the Services.
10.4 Termination. Either party may terminate this Agreement as follows: (a) for cause if the other party materially breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach; or (b) immediately if the other party: (i) terminates its business activities or becomes insolvent; (ii) admits in writing to the inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) becomes subject to direct control of a trustee, receiver or similar authority. Customer agrees that Company will not be liable to Customer or to any third party for termination of this Agreement or Customer’s access to the Services resulting from any violation of this Agreement by Customer or any termination pursuant to the terms of this Agreement.
10.5 Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer’s right to use the Services will cease, and Company will have no further obligation to make the Services available to Customer; (b) except as otherwise expressly stated herein, all rights granted to Customer under this Agreement will cease; (c) Customer will pay fees for the entire Subscription Term prior to the termination date, less any fees already paid; and (d) Company may delete Customer Content and/or any archived data within 30 days after the date of expiration or any termination of this Agreement. Any statutory retention requirements with respect to Customer Content remains Customer’s responsibility.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of
(a) unauthorised or illegal use of the Subscription Service by you or your Affiliates,
(b) you or your Affiliates' noncompliance with or breach of this Agreement,
(c) you or your Affiliates' use of Third-Party Products, or
(d) the unauthorised use of the Subscription Service by any other person using your User information.
We will: notify you in writing within thirty days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12.1 Service Availability. Whilst we do not guarantee that the Tent platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the platform in a manner which minimises errors and interruptions in the platform and our Services. We will perform platform updates in a professional and workmanlike manner. The platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the platform and Site will resume their normal service. Customer acknowledges and understand that Company does not warrant that the Services will be uninterrupted or error free.
12.2 Advice. From time to time, Customer may obtain advice or information from Company help or support pages, white papers, and/or Company’s employees (collectively, “Advice”). Customer acknowledges and agrees that such Advice will not be deemed to constitute financial, legal or tax advice.
13. LIMITATION OF LIABILITY
13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, COMPANY IS FOUND LIABLE TO CUSTOMER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER AGREES THAT COMPANY’S LIABILITY WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH CUSTOMER CONTRIBUTED TO THE LOSS.
13.3 Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. WE WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
13.4 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
14.1 Amendment. We may modify any part or all of the Agreement by posting a revised version at tent.software. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you would like to receive an email notification when we update the Agreement, email us at email@example.com. If you do not agree with a modification to the Agreement, you must notify us in writing within thirty days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at tent.software will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination.
14.2 Force Majeure. Company will not be liable for any delays or failure in performance of any part of the Services due to any cause beyond Company's control. This includes, but is not limited to, acts of God, changes to Laws, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, and acts of hackers or third party internet service providers.
14.3 Notices. Notices to Customer will be effective when Company posts them to Customer’s Account or sends them to the email address associated with Customer’s Account. Notices to Company will be effective when delivered to firstname.lastname@example.org.
14.4 Governing Law. The Laws of England and Wales will apply to any and all disputes, controversies, or claims arising out of or relating to the Services or this Agreement (“Disputes”). All legal actions in connection with a Dispute under this Agreement will be subject to the non-exclusive jurisdiction of the courts exercising jurisdiction in England and Wales.
14.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the parties. Nothing in this Agreement confers or is intended to confer any rights or remedies on any person or entity which is not a party to this Agreement.
14.6 Waivers. Any waiver by Company must be in writing and signed by an authorised representative of the Company. No failure or delay by Company in enforcing any right or provision under this Agreement shall be construed as Company’s waiver of such right or provision or of any other right or provision.
14.7 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. If the provision cannot be modified, then that provision will be deemed severed from this Agreement and all other provisions will remain in full force and effect.
14.9 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
14.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
14.11 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganisation, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
14.12 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued.