PLEASE READ CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES
Shoptimised Ltd (CRN: 11199014) (Shoptimised, we, us, our) has developed a platform and associated software applications which it makes available to subscribers via the internet for the purpose of optimising product feeds.
This Contract is a legal contract between you and Shoptimised for the Services and the Documentation (see definitions below).
Shoptimised allows you to use the Services and the Documentation on the basis of this Contract. Shoptimised does not sell the Services or Documentation to you. Shoptimised remains the owner of the Services and Documentation at all times.
BY TICKING TO "ACCEPT" WHERE INDICATED OR OTHERWISE BY ACCESSING AND USING THE SERVICES YOU AGREE TO THE TERMS OF THIS CONTRACT WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS CONTRACT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 13.
IF YOU DO NOT AGREE TO THE TERMS OF THIS CONTRACT, WE WILL NOT ALLOW YOU TO ACCESS AND USE THE SERVICES AND THE DOCUMENTATION AND YOU MUST DISCONTINUE THE PROCESS NOW. IN THIS CASE YOU MAY NOT ACCESS OR USE THE SERVICES OR DOCUMENTATION.
|"Additional Services"||any additional services, including Product Feed Creation Services, Performance Boost Services, and/or Incremental Sales Services which Shoptimised agrees to provide.|
|"Agreed Refund Amount"||the agreed refund amount for returned goods specified in the Documentation.|
|"Additional Services Fees"||the sums payable by you to Shoptimised for the Additional Services as set out in the Documentation.|
|"Authorised Users"||those of your employees, agents and independent contractors who you authorise to use the Services and the Documentation.|
|"Benchmark Advertising Spend"||the benchmark advertising spend set out in the Documentation.|
|"Benchmark Revenue"||the benchmark revenue set out in the Documentation.|
|"Benchmark ROAS"||the benchmark ROAS set out in the Documentation.|
|"Business Day"||any day which is not a Saturday, Sunday or public holiday in England.|
|"Change of Control"||shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.|
|"Confidential Information"||all confidential information (however recorded or preserved) disclosed by a party to the other party including any information that would be regarded as confidential by a reasonable business person relating to: the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of the disclosing party; or the operations, processes, product information, know-how or trade secrets of the disclosing party.|
|"Contract"||this contract and any Order Form for Additional Services provided by Shoptimised.|
|"controller, processor, personal data, processing, and appropriate technical and organisational measures"||as defined in the Data Protection Legislation.|
|"Customer Data"||the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services including any product feed created externally to Shoptimised and imported into the Platform.|
|"Data Protection Legislation"||all applicable data protection and privacy legislation in force from time to time in England including the General Data Protection Regulation ((EU) 2016/679); 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) as amended and any order, guidelines and instructions issued by a relevant national regulator or judicial authority in England in force from time to time which apply to a party relating to the use of personal data.|
|"Deliverables"||any output of the Services produced by Shoptimised including product feeds and all products and materials developed by Shoptimised in relation to the Services in any media, including computer programs, data (other than Customer Data), diagrams, reports and specifications (including drafts).|
|"Documentation"||the documentation made available to you by us online via the Platform and/or in any Order Form which sets out a description of the Services, the Subscription Fees, the Additional Services Fees and the user instructions for the Services.|
|"Effective Date"||the day immediately after the end of the Trial Period or if there is no Trial Period, the service commencement date specified in the Documentation.|
|"Google Ads Account"||a Google Ads Account (or such other Ads account as may apply from time to time).|
|"Google Analytics Account"||a Google Analytics Account (or such other analytics account as we may from time to time specify).|
|"Google Merchant Center"||Google Merchant Center, or such other merchant centre as may apply from time to time, in each case as amended or updated from time to time.|
|"Google Shopping Campaign"||Google Shopping Campaign (or other shopping campaign, including Facebook shopping campaign, Bing shopping campaign and other shopping campaign to the extent that they are applicable).|
|"Incremental Sales Services"||a service (i) which identifies products from within your product feed that are currently No Click Products or Non-Converting Products from your Google Shopping Campaigns (ii) which creates new Google Ads Accounts with separate unique advertising ID’s for all Google Shopping Campaigns which we manage and promote via the Google Merchant Center (iii) where we track sales generated by all Google Shopping Campaigns managed and promoted by us using your Google Analytics Account and (iv) which details all incremental sales generated with reference to their unique advertising ID’s and determines the fees payable to us by you as specified in the Documentation.|
|"Insolvency Event"||occurs if a person:|
a) is unable to pay its debts as they fall due or suspends or threatens to suspend payment of its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes insolvent or bankrupt or ceases to trade;
b) is the subject of an order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction, which does not materially reduce that entity’s assets);
c) has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets;
d) enters into or proposes any composition or arrangement with its creditors generally (otherwise than for the purpose of a financing or solvent amalgamation or reconstruction, which does not materially reduce the entities’ assets); or
is the subject of any events or circumstances analogous to any of the foregoing in any applicable jurisdiction.
|"Intellectual Property Rights"||patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.|
|"No-Click Products"||a product you advertise online using a Google Shopping Campaign at any time during the Relevant Period in relation to which:|
(i) [a third party (including a search engine, website owner or a network of websites) is entitled to payment each time the online ad for such product is clicked; and]
(ii) in relation to which a person does not click on the online ad for such product, during the Relevant Period.
|"Non-Converting Products"||a product you advertise online using a Google Shopping Campaign at any time during the Relevant Period in relation to which:|
(i) [a third party (including a search engine, website owner or a network of websites) is entitled to payment each time the online ad for such product is clicked); and]
(ii) in relation to which a person does click on the online ad for such product, but which does not result in a sale by you of such product to such person during the Relevant Period.
|"Normal Business Hours"||9.00 am to 5.00 pm local UK time, each Business Day.|
|"Order Form"||an order form for any of the Services and/or the Additional Services signed by you and us.|
|"Packages"||the packages or bundles in which Shoptimised makes the Services available as set out in the Documentation and as amended by Shoptimised from time to time.|
|"Payment Information"||has the meaning set out in clause 9.3.|
|"Performance Boost Services"||a service in which we assume full management and promotion of: |
(i) your new and/or existing Google Shopping Campaigns; and
(ii) your Google Merchant Center,
using our Performance Boost software, for an agreed fee as specified in the Documentation.
|"Platform"||the Shoptimised platform.|
|"Product Feed Creation Services"||services relating to the creation of product feeds.|
|"Relevant Period"||the preceding 30, 60 or 90 day period as agreed with you and as specified in the Order Form.|
|"Renewal Period"||period of one month commencing on the Effective Date and monthly thereafter or as otherwise specified in the Documentation or clause 9.5.|
|"Revenue"||the gross income received by you and confirmed by the sales and conversion tracking data detailed in your Google Ads Account and confirmed in your Google Analytics Account from the online sale of products in the Google Shopping Campaigns managed by us as detailed in the Documentation, following implementation of the relevant Performance Boost Services.|
|"Revenue Uplift"||such sum as is equal to (i) the difference between the Revenue in the relevant month and the Benchmark Revenue less (ii) the Agreed Refund Amount.|
|"ROAS"||return on advertising spend for products sold in the Google Shopping Campaign(s) managed by us following implementation of the Performance Boost Services.|
|"Services"||the subscription services provided by Shoptimised to you under this Contract via the Platform from time to time, as more particularly described in the Documentation, including the provision of access to the Platform, the Software and Support, together with any Additional Services which Shoptimised agrees to provide and you agree to take from time to time.|
|"Shoptimised Marks"||in relation to Shoptimised:|
(i) any trade marks, trade names, trade dress, logos, URLs and domain names;
(ii) any identifying slogans and symbols;
(iii) the "look and feel".
|"Software"||the online software applications and tools provided and hosted by us or on our behalf and to which we provide you with access as part of the Services, including any updates we may make to such applications and tools from time to time.|
|"Start Date"||the date on which the Trial Period commences.|
|"Subscription Fees"||the subscription fees being the monthly fixed fees payable by you to us for the User Subscriptions in relation to the relevant Package, as set out in the Documentation.|
|"Subscription Term"||has the meaning given in clause 14.1.|
|"Support"||our standard support services provided during Normal Business Hours in accordance with the Support Services Policy in effect at the time that the Services are provided.|
|"Support Services Policy"||our policy for providing support in relation to the Services as made available via the Platform as may be notified to you from time to time.|
|"Trial Period"||a trial period granted by Shoptimised which, unless otherwise stated, shall be for 14 days.|
|"VAT"||value added tax or any equivalent tax chargeable in the UK or elsewhere.|
|"Virus"||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.|
|"Website"||the website at www.shoptimised.com or such other website address as we may notify to you from time to time.|