Your attention is particularly draw to the provisions of clause 10 (Limitation of Liability).

1. About us

1.1 Company details. MELU LIMITED is incorporated and registered in England with company number 11594040. Our registered office is at 1 & 3 Kings Meadow, Osney Mead, Oxford, United Kingdom, OX2 0DP. Our VAT number is 306 7415 15. We operate the website https://meluchat.com.

1.2 Contacting us. To contact us telephone our customer service team on 0800 6343551 or email [email protected]. How to give us formal notice of any matter under the contract is set out at clause 18.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to complete the Order Form. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2 Correcting input errors. Please check the Order Form carefully before confirming it. You are responsible for ensuring that your Order Form and any specification submitted by you within the order is complete and accurate.

3.3 Acknowledging receipt of your order. After you submit your Order Form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4 below.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason we will inform you of this by email and we will not process your order.

4. Our Services

We shall provide you with the Services in accordance with these Terms.

5. Customer responsibilities

5.1 You shall be responsible for the accuracy and completeness of the Materials.

6. Acceptance

6.1 The Acceptance Tests shall test compliance of the Managed Live Chat with the Managed Live Chat Specification.

6.2 The Acceptance Tests shall include the following:

(a) A test run by Us of your website to test the Managed Live Chat Software to ensure it works in accordance with the Managed Live Chat Specification; and

(b) Any appropriate measures taken to ensure that following those tests undertaken in accordance with

(a) above, any inadequacies are remedied accordingly.

6.3 We shall run the Acceptance Tests and Acceptance of the Managed Live Chat shall occur when the Managed Live Chat has passed the Acceptance Tests. We shall notify You when the Acceptance Tests have been passed.

6.4 Acceptance of the Managed Live Chat shall be deemed to have taken place upon the occurrence of any of the following events:

(a) You use or allow your Visitors to use any part of the Managed Live Chat; or

(b) You unreasonably delay the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which We are ready to commence running such Acceptance Tests or retests.

7. Project management

7.1 We shall each appoint a project manager who shall:

(a) provide professional and prompt liaison with the other party; and

(b) have the necessary expertise and authority to commit the relevant party.

8. Charges and payment

8.1 We shall issue a monthly VAT invoice in respect of the Charges, and You shall pay to us the Charges set out in Our invoice within 30 days of the date of the invoice.

8.2 All Charges are exclusive of VAT.

8.3 If You fail to make any payment due to Us under these terms by the due date for payment, then, without limiting Our remedies under clause 14, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%.

9. Warranties

9.1 Each party warrants to the other that it has full power and authority to enter into and perform these terms.

9.2 We shall perform the Services with reasonable care and skill.

9.3 We warrant that the Managed Live Chat will perform substantially in accordance with the Managed Live Chat Specification. If the Managed Live Chat does not so perform, We shall, for no additional charge, carry out any work necessary in order to ensure that the Managed Live Chat substantially complies with the Managed Live Chat Specification.

9.4 The warranty set out in clause 9.3 shall not apply to the extent that any failure of the Managed Live Chat to perform substantially in accordance with the Managed Live Chat Specification is caused by the Managed Live Chat Software or any Materials.

9.5 These terms set out the full extent of Our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these terms or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

10. Limitation of remedies and liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 Nothing in these terms shall operate to exclude or limit Our liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(c) fraud; or

(d) any other liability which cannot be excluded or limited under applicable law.

10.2 Neither party shall be liable under or in connection with these terms or any collateral contract for any:

(a) loss of revenue;

(b) loss of actual or anticipated profits;

(c) loss of contracts;

(d) loss of the use of money;

(e) loss of anticipated savings;

(f) loss of business;

(g) loss of opportunity;

(h) loss of goodwill;

(i) loss of reputation;

(j) loss of, damage to or corruption of data; or

(k) any indirect or consequential loss,

in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

10.3 Subject to clause 10.1, either party’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these terms or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by You to US under these Terms in that calendar year.

11. Intellectual property rights

11.1 You retain all Intellectual Property Rights in the Materials and grants US a licence to such Intellectual Property Rights to the extent required to perform OUR obligations under these terms.

11.2 All Intellectual Property Rights in the Managed Live Chat Software and any works arising in connection with the performance of the Services by Us (Works) shall remain Our property and We hereby grant to You a non-exclusive licence to such Intellectual Property Rights solely for the purposes of hosting the Managed Live Chat.

11.3 You shall indemnify Us against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe any Intellectual Property Rights of a third party.

11.4 We shall indemnify You against all damages, losses and expenses arising as a result of any action or claim that the Works infringe the Intellectual Property Rights of a third party , other than infringements referred to in clause 11.3.

11.5 The indemnities in clause 11.3, clause 11.4, and clause 12.3 are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the action or claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require at the cost of the indemnifier; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

11.6 The indemnities in clause 11.3, clause 11.4, and clause 12.3 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

11.7 At Your own expense, You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to clause 11.2.

12. Managed Live Chat content

12.1 We shall update the Managed Live Chat with Materials provided from time to time by You, but no more than once each month. You shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

12.2 We shall include only the Materials on the Managed Live Chat. You acknowledge that We have no control over any content placed on the Managed Live Chat by Visitors and do not purport to monitor the content of the Managed Live Chat. We reserve the right to remove content from the Managed Live Chat where We reasonably suspect such content is Inappropriate Content. We shall notify You if We become aware of any allegation that content on the Managed Live Chat may be Inappropriate Content.

12.3 You shall indemnify Us against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Managed Live Chat constitutes Inappropriate Content.

12.4 We may include the statement “Provided by Melu” on the home page of the Managed Live Chat in a form to be agreed.

13. Data protection

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 13, Applicable Laws means (for so long as and to the extent that they apply to Us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

13.2 You acknowledge that for the purposes of the Data Protection Legislation, You (or the Visitor to Your webpage) are the data controller and We are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Further details of how we will process personal information are set out in https://meluchat.com/privacy.

13.3 Without prejudice to the generality of clause 13.1, You will ensure that You have all necessary appropriate consents and notices in place, including up to date privacy and cookie policies, to enable lawful transfer of the Personal Data to Us for the duration and purposes of these terms.

13.4 Without prejudice to the generality of clause 13.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under these terms:

(a) process that Personal Data only on Your written instructions unless We are required by Applicable Laws to otherwise process that Personal Data. Where We are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from so notifying You;

(b) ensure that We have in place appropriate technical and organisational measures, reviewed and approved by You, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside the European Economic Area unless the following conditions are fulfilled:

(i) We have provided appropriate safeguards in relation to the transfer including Privacy Shield certification;

(ii) the Data Subject has enforceable rights and effective legal remedies; and

(iii) We comply with Our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

(d) notify You without undue delay on becoming aware of a Personal Data breach;

(e) at Your written direction, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

13.5 We shall provide to You 14 days’ written notice of the appointment of any third party processor of Personal Data.

13.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these terms).

14. Term and termination

14.1 These terms shall commence on the Effective Date and shall continue unless terminated in accordance with this clause 14.

14.2 Subject to clause 14.3 either party may terminate these terms by giving not less than 30 days’ written notice to the other.

14.3 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(j) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14.4 On termination of these terms pursuant to clause 14.3, all licences granted by Us and You under these terms shall terminate immediately.

14.5 On expiry or termination of these terms We shall:

(a) promptly return to You any and all Materials and shall provide to You an electronic copy of the Managed Live Chat (including all content on the Managed Live Chat) if applicable.

(b) provide such assistance as is reasonably requested by You to transfer the Managed Live Chat to You or another service provider, subject to payment of Our expenses reasonably incurred.

14.6 On expiry or termination of these terms, all provisions of these terms shall cease to have effect, except that any provision of these terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of these terms shall remain in full force and effect.

15. Change control

Any request to change the scope of the Services shall be processed by sending a notice in writing to Us.

16. Force majeure

Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations and the corresponding obligations of the other party shall be equally extended. If the period of delay or non-performance continues for four weeks, the party not affected may terminate these terms by giving 14 days’ written notice to the affected party.

17. Confidentiality

17.1 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

17.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

17.3 The obligations set out in this clause 17 shall not apply to Confidential Information that the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this clause 17; or

(b) was in the possession of the receiving party prior to disclosure by the other party; or

(c) was received by the receiving party from an independent third party who has full right of disclosure; or

(d) was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

17.4 The obligations of confidentiality in this clause 17 shall not be affected by the expiry or termination of these terms.

18. Notices

18.1 Any notice given to a party under or in connection with these terms contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to (i) in the case of Melu to the following address [email protected] and (ii) in the case of You to the following address [email protected].

18.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

(c) if sent by email at 9.00 am on the next Business Day after transmission.

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. Announcements

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of these terms, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

20. Assignment

Neither party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under these terms, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

21. Entire agreement

21.1 These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.

22. Third party rights

22.1 These terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

22.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these terms are not subject to the consent of any other person.

23. Variation

No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. Waiver

No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

25. Rights and remedies

Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

26. Severance

26.1 If any provision or part-provision of these terms 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 these terms.

26.2 If any provision or part-provision of these terms 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.

27. No partnership or agency

27.1 Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

27.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

28. Governing law

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

29. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.

30. The definitions

30.1 Acceptance: the acceptance or deemed acceptance of the Managed Live Chat by You under clause 6.

Acceptance Tests: the tests to be carried out on the Managed Live Chat as set out in clause 6.

Business Day: any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.

Charges: the charges in respect of the Services set out in the Order Form, together with any charges arising from the Change Control Procedures.

Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

a) identified as confidential at the time of disclosure; or

b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy.

Data Subject: has the meaning set out in Article 4(1) of the GDPR.

Initial Trial Period: the period agreed with You and as set out in the Order Form.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: the content provided to Us by You from time to time for incorporation in the Managed Live Chat.

Personal Data: has the meaning set out in Article 4(1) of the GDPR.

Services: the services to be provided under these terms as described in the Order Form.

Managed Live Chat: the chat service hosted on Your website and to be hosted by Us under these terms.

Managed Live Chat Software: the software for the Managed Live Chat commissioned by Us as described in the Order Form.

Managed Live Chat Specification: the specification for the Managed Live Chat set out in the Order Form.

Order Form: the on-line order form completed by You.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

Visitor: a visitor to the Managed Live Chat.