The Studio terms and conditions below (Terms) form the agreement which governs your use of the Swiftio platform, accessible at swiftio.co.uk (Website) and via our downloadable App (the App) (together referred herein as the Platform) and any goods or services you sell through the Platform. By clicking accept, or using the Platform and applying for a Studio account with us, you agree to be bound by these Terms which forms a binding contractual agreement between you, the Studio, and us, Swiftio Limited, a company registered in England and Wales under company number: 15728844 with registered office 7 Bell Yard, Lower Ground Floor, London, United Kingdom, WC2A 2JR (Swiftio, we or us).
Studio TERMS AND CONDITIONS
1. Definitions
In these Terms, the following words have the corresponding meaning:
Account means your Studio account on the Platform;
App Store means Apple’s App Store and we refer to their rules and policies contained in the Apple Media Services Terms and Conditions as the ‘App Store Rules’;
Booking means an order for Services placed by a Customer via the Platform;
Commencement Date means the date this agreement is signed;
Commission means the commission payable to Swiftio for each Booking placed, being a percentage of the Price as set out in the Studio Portal or as otherwise agreed between the parties in writing;
Customer means a customer of the Platform, being a person or entity who makes a Booking for Services (whether sold by you or another User) on the Platform;
Customer Terms means the terms applicable to the Customers (and which will apply to your sale of Services to Customers via the Platform), found here [link];
Google Play means the app distribution platform operated by Google and known as Google Play, and we refer to Google’s terms of service (and other applicable terms) collectively as ‘Google’s Rules’;
Listing means a listing for the sale of Services;
Price means the price payable for the Services in a listing, as set by the Brand;
Remaining Amount means the Price less the Commission;
Services means the products, goods and services available for purchase on the Platform including but not limited to the Services available in your Listing;
Studio Portal means Studio portal for Studios to create and manage Listings on the Platform;
Third Party Payment Platform means any third party payment platform available to make or receive payments on the Platform, as set out in clause 13(i);
User means any user of the Platform including without limitation you, other service providers and Customers; and
in clauses where we use the phrase “App Store Rules or Google’s Rules (as applicable)”, we intend for the App Store Rules to apply to users who have obtained the App via the Apple App Store, and for Google’s Rules to apply to users who have obtained the App via the Google Play distribution platform.
In addition to the above words, throughout these Terms we may define additional words and phrases.
2. Duration of this agreement
These Terms commence on the Commencement Date and continue until terminated in accordance with clause 24 (Term).
3. Representing a company
If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “Studio” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
4. ACCOUNTS
All Studios are required to sign-up to and create an Account on our Studio Portal.
As part of the Account registration process and as part of your continued use of the Platform, you are required to provide:
Contact information and details, such as your email address, first and last name, mobile phone number, and other information as determined by Swiftio from time to time;
Studio logos;
A description of your Studio and Services;
High resolution lifestyle photos, in such formats and specifications as we shall reasonably require; and
Bank account details and billing address for payment and invoicing.
You warrant that any information you give to Swiftio in the course of completing the Account registration and Integration process will always be accurate, honest, correct and up-to-date.
Swiftio reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
Swiftio may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
5. LISTINGS
You acknowledge and agree that:
you must use your best endeavours to provide as much information as possible in any listing you upload to offer to provide Services via the Platform (Listing) including without limitation:
a complete description of the Services, including location, class start time and duration, required equipment, and any other relevant information to assist the Customer to make an informed decision before Booking;
the price of the Services inclusive of any VAT (Price) which is the price payable for the Service on our Platform and which must comply with clause 5(b);
the implied discount rate on the actual retail price which has been applied to form the Price (Discount Rate); and
total number of spots available of the Services in the Listing.
all Prices must discounted from the usual retail price of the relevant Service on your own website;
you warrant that all information provided in a Listing or in respect of the Services is accurate and up to date, and you are solely responsible for updating the Listing details on the Platform;
you can update or amend a Listing via the Studio Portal;
Swiftio will not be liable to you for any errors in the Listings (including any pricing errors);
You will indemnify Swiftio against any loss, claim, liability, expense or damages arising out of or in connection with a Listing or your Services;
Swiftio may choose not to accept any Listing you submit to the Platform, and Swiftio may limit the number of Listings you can submit on the Platform;
for each Listing you submit on the Platform, if a Customer agrees to purchase the Services in that Listing by placing an Booking, Swiftio will collect a Commission.
6. BINDING CONTRACT
You agree that when a Customer places an Booking for Services in one of your Listings, this constitutes a binding contract between you and that Customer, where you will provide the Customer with the Services in the Listing they accepted in exchange for your receipt of the Remaining Balance. A contract is formed in this respect when the Customer places the Booking on the Platform.
7. Delivery of Services
All Bookings will be forwarded automatically to the Studio via email to the email account provided in your Account registration.
It is your responsibility to regularly check the Studio Portal and your nominated email for Bookings.
Delivery of the Services to Customers is the responsibility of the Studio.
You must take all reasonable steps to provide the Services as described in every Listing that is accepted by a Customer, in accordance with all applicable laws and with due care and skill and in accordance with industry best practice, including by not cancelling any part of an accepted Listing.
You must ensure that the person providing the Services are duly qualified to provide those Services, and must hold insurance policies to cover the provision of your Services including but not limited to public liability and professional indemnity insurance.
8. FEES
Commission
Once a Customer accepts a Listing on the Platform, the Customer will be prompted to pay the Price via the Third Party Payment Platform.
You agree that we shall be entitled to retain the Commission (and may direct the Third Party Payment Platform to pay to us the Commission from any Price paid by a Customer) for each Booking.
You are entitled to receive the Price paid by a Customer for an Booking less our Commission (Remaining Balance).
After the Third Party Payment Platform receives payment from the Customer, we will ensure if you have agreed to be paid via the Third Party Payment Platform, that it transfers the Remaining Balance to you within a reasonable time; or
The Third Party Payment Platform may hold the Remaining Balance for a reasonable period after receiving it from a Customer. For the purposes of this clause, you understand and agree that 30 days is a reasonable period.
Swiftio reserves the right to have the Third Party Payment Platform hold the Remaining Balance and disperse this amount, along with other amounts, to the Studio in a bulk monthly payment.
If you issue us an invoice for payment, you acknowledge and agree that the payment terms of that invoice will be no less than 30 days.
9. OUR APP
These terms are an agreement between us you and us and:
Apple is not a party to this agreement and has no responsibility for the app or its content; and
Google is not a party to this agreement and has no liability under it.
We license you to download and use the App:
For iOS users, onto any Apple-branded product, and to use it once you have downloaded it, provided you follow all of the rules described in this agreement and the App Store Rules; and
For Google Play Store users, to use the App provided you follow all of the rules described in this agreement and also Google’s rules.
The licence:
is only for you personally (and anyone else that the Apple or Google (as applicable);
starts when you download the App; and
covers content, materials, or services accessible from, or bought in, the App including all of our support resources. It also covers updates to the App unless they come with separate terms, in which case we will give you an opportunity to review and accept.
The App can be accessed, used and downloaded by other accounts that are associated with you through family sharing or volume purchasing in accordance with the App Store or Google’s Rules (as applicable).
You must comply with the App Store Rules and Google’s Rules (as applicable) as well as these terms but, if there is any conflict between them, you should follow the App Store Rules or Google’s Rules rather than the equivalent rule here.
You do not own the App or any of its contents but you may use it on devices that you own or control, as permitted by these terms and by the App Store Rules or Google’s Rules (as applicable).
If you sell or give away the device on which you have downloaded the App, you must first remove the App from the device.
You are not allowed to:
modify the App’s code in any way, including inserting new code, either directly or through the use of another app or piece of software;
deliberately attempt to avoid or manipulate any security features included in the App; or
pretend that the App is your own or make it available for others to download or use (including by way of copying the code of the App and creating an independent version).
We are responsible for customer service in relation to the App and can help you if you are having any issues.
For iOS user, you acknowledge that Apple has no obligation whatsoever to provide any support or maintenance services in relation to the App.
For Google users, you acknowledge that Google has no obligation to provide any support or maintenance services in relation to the App. Refunds may available to you in a range of circumstances, either from Google or from us. See Google’s refund policies for more information.
10. REFUNDS & CANCELLATIONS
Cancellation by you
Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel an Booking before you have fulfilled the requirements of the Booking that a Customer has agreed to, you must contact us using the Studio Portal’s functionality or emailing us at [insert], including providing details as to why you are cancelling. If Swiftio decides to investigate your request, you must provide assistance and information to Swiftio as reasonably requested.
If we accept your request to cancel an Booking already accepted by a Customer, we may take one or more of the following actions and you authorise us to do so:
cancel your Account;
refund the Price including any Commission to the relevant Customer;
require that you pay all or part of the Price (including Commission) refunded to the Customer and issue you an invoice for that amount.
CAncellation by a customer
You acknowledge and agree that the Customer has the right to cancel, or return, their Booking in accordance with the Customer Terms and any other right that the Customer may have at law, and where a Customer is entitled to, or otherwise granted by us in our sole discretion, a refund, you:
Authorise us to issue a refund to a customer on your behalf;
Agree to indemnify Swiftio in respect of any refunds we pay to a Customer in respect of Services supplied by you on the Platform.
Where we grant a refund to a Customer, we will use our best endeavours to have the returned or faulty Services returned to you. You acknowledge and agree we are not responsible nor liable to you in respect of any loss or damage to the Services, and that the return of the Services may not be possible or practicable.
11. BYPASSING
You agree that while you are a Studio on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform.
Swiftio may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 11.
12. WARRANTIES
By listing yourself as a Studio on the Platform and posting a Listing, you represent and warrant that as at the date of this agreement and throughout the Term:
you are able to provide the Services as specified in the Listing;
you have the right to provide the Services specified in the Listing;
without limiting clause 11(c), you will provide the relevant Services to Customers in compliance with all applicable laws.
13. USER OBLIGATIONS
As a Studio you agree:
not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Swiftio of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
to not use the Platform for any purpose other than for the purpose of making arrangements to provide Services, including:
you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and
you must not use the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Swiftio;
not to act in any way that may harm the reputation of Swiftio or associated or interested parties or do anything at all contrary to the interests of Swiftio or the Platform;
you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Swiftio;
that Swiftio may change any features of the Platform or Services offered through the Platform at any time without notice to you;
that information given to you through the Platform, by Swiftio or another User including a Studio, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
that Swiftio may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 5; and
that you may be required to use a Third Party Payment Platform (currently Stripe) in receiving any payments via the Platform, and you warrant that you have read, understood and agree to be bound by the relevant Third Party Payment Platform’s terms of use, available here https://stripe.com/gb/legal; and
the terms of use of other portals or other payment methods may apply to your Account and use of the Platform from time to time, and provided we have notified you of these terms you agree to be bound by those terms. If you do not agree to any third party terms, you must notify us and immediately cease using the Platform.
14. POSTED MATERIALS
WARRANTIES
By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:
you are authorised to provide the Posted Material (including by being authorised to provide any goods and services that you represent you provide);
the Posted Material is accurate and true at the time it is provided;
any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
the Posted Material does not breach or infringe any applicable laws.
LICENCE
You grant to Swiftio a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Swiftio to use, exploit or otherwise enjoy the benefit of such Posted Material.
If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Swiftio from any and all claims that you could assert against Swiftio by virtue of any such moral rights.
You indemnify Swiftio against all damages, losses, costs and expenses incurred by Swiftio arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
REMOVAL
Swiftio acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Swiftio may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
You agree that you are responsible for keeping and maintaining records of Posted Material.
15. SERVICE LIMITATIONS
The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Swiftio cannot and does not represent, warrant or guarantee that:
the Platform will be free from errors or defects;
the Platform will be accessible at all times;
messages sent through the Platform will be delivered promptly, or delivered at all;
information you receive or supply through the Platform will be secure or confidential; or
any information provided through the Platform is accurate or true.
16. INTELLECTUAL PROPERTY
Swiftio retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
You retain ownership of the Intellectual Property Rights in all Studio Materials, and you grant to Swiftio a non-exclusive, royalty-free, non-transferrable, revocable licence to use the Intellectual Property Rights in the Studio Materials for the purpose of providing the Platform to you, including hosting Listings and facilitating Bookings, as contemplated by these Terms.
You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Swiftio or as permitted by law.
“Studio Content” means any documents or materials supplied by the Studio to Swiftio under or in connection with these Terms including any Intellectual Property Rights attaching to those materials; and
“Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement worldwide.
17. THIRD PARTY CONTENT
The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Swiftio accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
18. THIRD PARTY TERMS
Any service that requires Swiftio to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service, like the Third Party Payment Platform may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
Our Platform is hosted by Mirakl, and their terms and conditions (available here: www. mirakl.com/terms-of-service) are Third Party Terms, and shall apply to your use of the Platform.
You agree to familiarise yourself with any Third Party Terms applicable to any such goods and services and, by instructing Swiftio to acquire the goods or services on your behalf, the Studio will be taken to have agreed to such Third Party Terms.
19. SECURITY
Swiftio does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
20. DISCLAIMER
(Introduction service) Swiftio is a medium that facilitates the introduction of Customers and Studios for the purposes of buying and selling Services. Swiftio simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Studios in relation to such Services or otherwise resulting from the introduction.
(Limitation of liability) To the maximum extent permitted by applicable law, Swiftio excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Studio. This includes the transmission of any computer virus.
(Indemnity) You agree to indemnify Swiftio and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
breach of any term of this agreement;
use of the Platform; or
your provision or receipt of Services from another User.
(Consequential loss) To the maximum extent permitted by law, under no circumstances will Swiftio be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by any Studio (except to the extent this liability cannot be excluded at law.
To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
21. SUBCONTRACTING
The Studio must not, without the prior written consent of Swiftio and subject to clause 23, subcontract any part of this agreement.
22. CONFIDENTIALITY
You agree that:
no information owned by Swiftio, including these Terms, our Commission rate, the number of sales completed via our Platform, our system operations, documents, marketing strategies, staff information, and Customer information, may be disclosed or made available to any third parties; and
all communications involving the details of other users on this Platform (including but not limited the Customer) and of the Studio are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
23. PRIVACY
Words and phrases in this clause shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
Swiftio will collect and process information relating to the Studio in accordance with Swiftio’ privacy notice, available here: [insert]
The Studio and Swiftio acknowledge that for the purposes of the Data Protection Legislation, Swiftio is the controller and the Studio is the processor.
The Studio and Swiftio will comply with the Data Protection Legislation.
The Studio shall, in relation to any Personal Data processed in connection with this agreement:
process that Personal Data only on written instructions of Swiftio as detailed in Schedule 1, as updated from time to time;
keep the Personal Data confidential;
comply with Swiftio’s data protection policy and other relevant policies made available to the Brand;
comply with Swiftio’s reasonable instructions with respect to processing Personal Data;
not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Studio ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
assist Swiftio in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
notify Swiftio without undue delay on becoming aware of a Personal Data breach or communication which relates to Swiftio’s or Studio’s compliance with the Data Protection Legislation;
at the written request of Swiftio, delete or return Personal Data (and any copies of the same) to Swiftio on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and
maintain complete and accurate records and information to demonstrate compliance with this clause 23 and allow for audits by Swiftio or Swiftio’s designated auditor.
The Studio shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by Swiftio, 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. Such measures may include, where appropriate:
pseudonymising and encrypting Personal Data;
ensuring confidentiality, integrity, availability and resilience of its 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.
Swiftio agrees that any sub-contractor appointed under clause 21, or any other third party who the Studio shares Personal Data with for the purposes of fulfilling an Booking, is a third-party processor of Personal Data under this agreement. The Studio confirms that it will enter into a written agreement, which incorporates terms which are substantially similar to those set out in this clause 23 with the sub-contractor or third-party processor. The Studio shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 23(g).
The Studio shall have personal liability for and shall indemnify Swiftio for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Studio of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.
24. TERMINATION
Swiftio reserves the right to terminate your access to any or all of the Platform (including any Account, Listings and other memberships), for any reason, by providing you with one months’ written notice.
You may cancel your Account on the Platform by providing Swiftio one months’ written notice to [insert].
Either party may immediately terminate these terms by written notice to the other party if:
the other party is in default or breach of these terms;
the other party is convicted, or any of the other party’s personnel are convicted, of a criminal offence involving fraud or dishonesty or an offence which, in the opinion of the other party, affects the other party’s obligations under these terms;
the other party or any of the other party’s personnel conducts themselves in a way tending to bring them or the other party into disrepute; or
the other party or any of the other party’s personnel has a conflict of interest that cannot be resolved to the satisfaction of the other party.
Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 20 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
25. RECORD / AUDIT
To the extent permitted by law, Swiftio reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Swiftio.
26. NOTICES
A notice or other communication to a party under this agreement must be:
in writing and in English; and
delivered via email to the other party, to:
in respect of the Studio, to the email address supplied with the Studio’s Account; and
in respect of Swiftio, to [insert], (Email Address). The parties may update their Email Address by notice to the other party.
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
when replied to by the other party, whichever is earlier.
27. GENERAL
GOVERNING LAW AND JURISDICTION
This agreement 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. 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 this agreement or its subject matter or formation.
THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
UNFAIR CONTRACT TERMS
To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
INTERPRETATION
(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation;
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(currency) a reference to £ or GBP is to pound sterling currency unless otherwise agreed in writing.
Processing of Personal Data by the Studio
SCOPE
Personal data is collected, stored and analysed on Swiftio’s systems only and within the Studio’s systems.
Processing of Swiftio’s customer data shall be undertaken within the Platform and within the Studio’s systems only.
Processing of Swiftio’s customer data is restricted to use cases detailed in the Terms.
Processing of Swiftio’s customer data includes fulfilment and delivery of the Bookings in accordance with the Terms only.
NATURE
Electronically, automatically through a website or other digital service. Specifically Swiftio’s Platform.
PURPOSE OF PROCESSING
To provide the services as contracted between Swiftio and the Customer and in accordance with this agreement. Specifically, to fulfil Bookings of Services requested by the Customer via the Platform.
DURATION OF PROCESSING
The duration of this agreement only.
CATEGORIES OF PERSONAL DATA
Name, email address, postal address, phone number.
CATEGORIES OF DATA SUBJECT
Customers and employees of Swiftio.