Terms and Conditions of Service

Webcore Limited t/a Onefeed Terms and Conditions of Service.

Date of Creation: 24th June 2025. V1.1
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Definitions

1.                   Interpretation

1.1                The definitions and rules of interpretation in this clause apply in these terms of service (Conditions).

Service Contract: the agreement of the Supplier to provide the Management Platform and Services to the Client by the Supplier (hereafter referred to as the “Contract”).

Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

In-put Material: all Documents, feeds, information and materials provided by the Customer relating to the Services, including computer programs, data, reports and specifications.

Intellectual Property Rights: copyright and related rights, rights in goodwill unfair competition rights, rights in computer software, database right, 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.

Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications.

Order Confirmation: being the document providing the Customer’s details and specific Contract terms in relation to the Services provided for under the Contract.

Services: the services to be provided by the Supplier under the Contract as set out in the Order Confirmation or Suppliers Website.

User: are the users created to manage and administer the Services on behalf of the Customer. The Customer creates and manages these Users themselves.

1.2                Condition and paragraph headings shall not affect the interpretation of these conditions.

1.3                A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.4                Words in the singular shall include the plural and vice versa.

1.5                A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6                A reference to writing or written includes faxes and e-mail.

1.7                Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.8                Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.9                References to conditions are to the conditions of the Contract.

2.                   Application of conditions

2.1                These Conditions shall:

(a)            apply to and be incorporated into the Contract; and

(b)           prevail over any inconsistent terms or conditions contained, or referred to, in any confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

2.2                Upon Account Creation the Customer accepts and has the right to represent their Business. The Customer has the authority to bind their Business to the Services of the Supplier. Acceptance of the Terms and Conditions of Service are treated as an acceptance by the Customer’s Business.

3.                   Commencement and duration

3.1                The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance.

3.2                The Services supplied under the Contract shall continue to be billed from the date of acceptance and, after that, shall continue to be supplied for successive single month periods unless the Contract is terminated in accordance with condition 14.

4.                   Supplier’s obligations

4.1                The Supplier shall use reasonable endeavours to manage the Services in accordance, in all material respects, with the Services purchased.

5.                   Service Level Agreement

5.1                The Supplier shall use commercially reasonable efforts to keep the Services available on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance, and systems outages. Notwithstanding the foregoing, the Supplier makes no guarantees that the Services will be available at any given time, and the Supplier shall not be liable to Customer for failure of accessibility to the Service. All planned downtime and maintenance will be provided through an advance notification or through a dedicated update window.

5.                   Service Level Agreement

5.1                The Supplier shall use commercially reasonable efforts to keep the Services available on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance, and systems outages. Notwithstanding the foregoing, the Supplier makes no guarantees that the Services will be available at any given time, and the Supplier shall not be liable to Customer for failure of accessibility to the Service. All planned downtime and maintenance will be provided through an advance notification or through a dedicated update window.

5.2                The Supplier will provide helpdesk support to all users. This is done through an email ticketing system. If there are any issues or problems with the Service contact should be made via support@onefeedhelpdesk.zohodesk.com. The Supplier will endeavour to respond to all requests within 24 hours. No guarantee is made that issues can be resolved within this 24 hour period. Tickets are addressed in the order they are received. All tickets are numbered.

6.                   Customer’s obligations

6.1                The Customer shall:

(a)            co-operate with the Supplier in all matters relating to the Services;

(b)           provide, for the Supplier, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Customer’s data as requested by the Supplier in the capacity of fulfilling the Service;

(c)            provide, in a timely manner, such In-put Material and other information as the Supplier may request and ensure that it is accurate in all material respects; and

(d)           obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, and the use of In-put Material insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment in all cases before the date on which the Services are to start.

6.2                If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

6.3                The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

6.4                The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Service Contract to the expiry of twenty (20) months after the last date of supply of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee of the Supplier in the provision of the Services.

6.5                Any consent given by the Supplier in accordance with condition 6.4 shall be subject to the Customer paying to the Supplier a sum equivalent to 60% of the then current annual remuneration of the Supplier’s employee or, if higher, 60% of the annual remuneration to be paid by the Customer to that employee.

6.6                The Customer agrees that Client Centre is a self-service management platform. Errors, omissions and general mistakes made by Users of the Client’s account are their responsibility and no liability of the Supplier for any loss of data or loss of information.

6.7                Customers will manage their own User access.

6.8                Customers create a User account for themselves when establishing their account with the Supplier. The login details are strictly personal and linked to an individual. User accounts operate with  a username and password combination. The Customer should not share the login details with anyone. Should more Users be required, there is a simple User creation function in the Client Centre. If you forget your password for the account please use the ‘forgot password’ function on the sign in page.

7.                   Change control

7.1                If the Customer wishes to change the scope or execution of the Services, it shall submit details of the requested change to the Supplier in writing.

7.2                If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

(a)            the likely time required to implement the change;

(b)           any variations to the Supplier’s charges arising from the change; and

(c)            any other impact of the change on the terms of the Contract.

7.3                The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. The Supplier may, from time to time, change the Services, and where practicable, will give the Customer at least six weeks notice of any change.

7.4                If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the Contract to take account of the change.

7.5                The Supplier may charge for its time spent in assessing a request for change from the Customer on a time and materials basis in accordance with condition 7.

8.                   Charges and payment

8.1                The Services are provided in accordance with the rates set out on our site: https://www.onefeed.co.uk/pricing/.  Billing charges are liable to change with accordance of the Customers requirements and can vary depending on a number of factors. The charges are based on but not limited to, the number of items in the product feed, the number channels the Customer wish to work on or other Service features. Calculation of the charge is done automatically and any changes to the Services will be billed on the next billing cycle.

8.2                All charges quoted to the Customer shall be exclusive of VAT.

8.3                VAT is charged on all UK payments.

8.4                The Supplier can charge the Customer a monthly pre-payment fee for its use of the Onefeed Management Platform current known as “Client Centre”.

8.5                Self-service clients shall be billed monthly 30 days from the commencement of their Service Contract with the Supplier. New Customers will get 30 days’ free Service. Payments are automated through the Supplier’s payment facility. For every payment taken the Supplier will issue an emailed VAT receipt for the monthly payment.

8.6                The Supplier reserves the right to change the price of the Service. The Supplier will give a minimum of 30 days notice prior to a pricing change being made. If the Customer does not want to accept the price change you must cancel the service in line with the obligations under clause 14.

8.7                Time for payment shall be of the essence of the Contract.

9.                   Intellectual property rights

9.1                As between the Customer and the Supplier, subject to condition 9.2, the Customer licenses all such rights to the Supplier on a royalty-free, non-exclusive and non-transferable basis to such extent as is necessary to enable the Supplier to make reasonable provision of the Services. If the Supplier terminates the Contract under condition 13.3 , this licence will automatically terminate.

9.2                The Customer acknowledges that, where the Supplier does not own any Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

10.                Confidentiality and the Supplier’s property

10.1             The Customer shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents or sub-contractors and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

10.2             This condition 10 shall survive termination of the Contract, however arising.

11.                Limitation of liability

11.1             This condition 11 sets out the entire financial liability of the Supplier to the Customer solely in respect of any breach of the Contract.

11.2             All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3             Nothing in these Conditions limits or excludes the liability of the Supplier for death or personal injury resulting from negligence.

11.4              Subject to condition 11.2 and condition 11.3:

(a)            the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

(i)             loss of profits; or

(ii)           loss of business; or

(iii)         depletion of goodwill and/or similar losses; or

(iv)          loss of anticipated savings; or

(v)           loss of contract; or

(vi)          failure of performance, error, omission, interruption or delay in operation or transmission, computer virus, communications line failure, corruption of data or information; or

(vii)        theft or destruction or unauthorised access to/alteration of/unlawful use of records, whether for breach of contract/tortious behaviour/negligence; or

(viii)       any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b)           the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

12.                Data protection

12.1             The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services.

12.2             The parties shall not at any time during the term of the Contract, and for twelve months following termination of the Contract, disclose to any other person, firm or company, or use for any purpose except as provided under the terms of the Contract, any information relating to the Supplier’s provision of the Services as provided for in the Order Confirmation to any other party, its clients or customers that has been disclosed to or obtained by the parties to the Contract provided that this will not apply to information which is or becomes public knowledge other than as a result of any wilful act or default of the party receiving such information.

13.                GDPR

13.1             Webcore Limited acknowledges and has implemented the GDPR regulations in full. Below we outline our policies and commitments around all the GDPR requirements.

13.2             Onefeed operates a click tracking and reporting system through the use of cookies. The cookie policy and privacy policy of the way the tracking cookie works is available on our website here: https://tracking.onefeed.co.uk/w3c/privacy.html

13.3             By completing the Customer’s Account Creation through the Onefeed Client Centre interface or via a Contract Agreement the customer gives the supplier full rights and opt-in status for the supplier to use their personal information for the purposes of the Service Contract and to contact the customer using all and any provided contact information or personal information. This does not diminish or contravene the Customer’s rights under GDPR regulation.

13.4             The Customer acknowledges and agrees that their personal information supplied during the initial negotiation and pre-contract discussions will be used to complete the Order Confirmation. This personal information will be used to create their User Account for the Onefeed Client Centre (access will be created on receipt of the signed and completed Order Confirmation).

14.                Termination

14.1             The Service shall terminate automatically on completion of the pre-paid period if no payment has been made for the subsequent month period. Payments for the subsequent period are automatically generated through our payment provider unless cancelled. Should the Customer wish to cancel the Service, this can be done either in writing to the email address cancellations@onefeed.co.uk or via the payment provider to cancel the payment link. Email cancellations need to be sent 7 days before the next billing date to ensure no automated payments are made.

14.2             Upon expiry of the paid term of Service the Onefeed platform will cease all automation activity such as feed processing and data processing. 7 days after the end of the paid-for period the Client’s logins to the platform will be removed and all data will be deleted.

14.3             On termination of the Contract for any reason:

(a)            the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and

(b)           the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

15.                Refunds

Onefeed operates on a pre-payment basis so service fees are paid in advance for the following month period. Advance payments are made monthly through our payment provider. Under no other circumstances are refunds issued for partial months or cancellations made during a pre-paid month.

16.                Force majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, 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, storm or default of suppliers or sub-contractors.

17.                Variation

Subject to condition 7, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

18.                Waiver

18.1             A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

18.2             Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

19.                Severance

19.1             If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

19.2             If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

19.3             The parties agree, in the circumstances referred to in condition 19.1 and if condition 19.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

20.                Status of pre-contractual statements

Each of the parties acknowledges and agrees that, in entering into the Service Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

21.                Assignment

The Customer and Supplier shall not, without the prior written consent of either party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Service Contract.

22.                No partnership

Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties.

23.                Rights of third parties

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

24.                Notices

Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 23 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

25.                Governing law and jurisdiction

25.1             The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

25.2             The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.