1. About this Service Schedule
This Service Schedule only applies in respect of a Quotation that expressly provides for our supply of the Instant Audiences Service.
This Service Schedule must be read in conjunction with our Terms of Service and the other documents that comprise an Agreement.
In this Service Schedule, a reference to a clause is a reference to a clause in this Service Schedule, words in bold font in parentheses have the meanings given to them therein and words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service, unless the context indicates otherwise.
2. Implementation
To use the Instant Audiences Service, you may need to engage with us for implementation services.
You are responsible for ensuring that all Customer Software is installed, set up, configured, fit for purpose, in working order and available to us, and that all internet connections and network connections are complete and operational.
You will notify us of the name and qualifications of the person appointed as your Project Coordinator upon request by us.
You must ensure that your Project Coordinator co-operates with our Implementation Coordinator and attends meetings scheduled by the Implementation Coordinator to advise and assist on all matters relating to the implementation of the Instant Audiences Service as requested by the Implementation Coordinator.
3. Change control
You may, by giving written notice to us at any time during the Term, request a change to the Instant Audiences Service.
We may prepare a fee estimate for any change that you request and you must inform us in writing whether or not you accept the requested change.
4. Software licence and rights
We hereby grant you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable licence as required for you to install and use the Instant Audiences Service on each Merchant Website, in accordance with the Documentation for the Permitted Purpose.
We hereby grant you, subject to the terms and conditions of the Agreement, a non-exclusive, non-transferable right for each of your End Users to access and use the Instant Audiences Service, in accordance with the Agreement and the Documentation, as required for the Permitted Purpose.
We undertake to host or procure the hosting of the Instant Audiences Service in accordance with the SLA.
Notwithstanding any other provision of the Agreement, you have no right or licence to download or install the Instant Audiences Service on any computer or device.
Nothing in the Agreement gives you any rights to access any Source Code in the Instant Audiences Service.
5. Software Maintenance Releases and New Versions
We will provide you with access to all Maintenance Releases in respect of the Instant Audiences Service.
Any failure to promptly implement such Maintenance Releases may result in your Merchant Websites becoming incompatible with the Instant Audiences Service.
You agree and acknowledge that you are not entitled to receive, and that we are not obligated to supply, any New Versions of the Instant Audiences Service pursuant to this Agreement.
Any Maintenance Release and New Version of the Instant Audiences Service supplied by us to you shall constitute the Instant Audiences Service for the purposes of this Agreement.
6. Our Obligations
On and from the date the Instant Audiences Service is live, we will transmit to your Approved Marketing Platform Account the Customer Data specified in the Documentation in respect of each Customer that attends at each Merchant Website, materially in accordance with the Specifications and the Documentation.
7. Merchant Obligations
In order to be able to use the Instant Audiences Service, you must apply for and maintain during the Term an approved account held with an Approved Marketing Platform Provider (Approved Marketing Platform Account);
You acknowledge and agree that:
we are not responsible for your Approved Marketing Platform Account or any act or omission undertaken via your Approved Marketing Platform Account; and
notwithstanding any review or approval that we undertake or provide in respect of Your Privacy Policy, you are responsible for Your Privacy Policy.
You warrant and represent that during the Term:
the Approved Marketing Platform Provider authorises us to integrate the Instant Audiences with your Approved Marketing Platform Account in order to administer and provide the Instant Audiences Service to you and to enable you to accept Customer Data from us in your Approved Marketing Platform Account
all use of your Approved Marketing Platform Account, and all marketing materials sent to any person via your Approved Marketing Platform Account or otherwise, will at all times comply with all Applicable Laws; and
your privacy policy will be prominently displayed on each Merchant Website (Your Privacy Policy) and will comply with all Data Protection Laws as required for us and our Third Party Providers to provide the Instant Audiences Service to you.
You must indemnify us, our Personnel and Third Party Providers from and against all and any loss or damage that we may suffer or incur as a result of any breach of clause 7.3, except to the extent caused by our negligence, breach of an Agreement or failure to comply with Applicable Law.
You will, during the Term:
operate and maintain the Merchant Website;
be responsible for providing maintenance and support in respect of any Merchant Website and for providing customer support (which includes support for customer deliveries and returns, refunds, account and personal details, fraud and security, and data protection), and backing up each Merchant Website;
designate (and replace if required) one of your Personnel to serve as your primary contact with respect to this Agreement (the “Merchant Representative”);
require that the Merchant Representative respond promptly to any reasonable requests from us for instructions, information, or approvals required by us to provide the Instant Audiences Service;
notify us giving reasonable advance notice of any planned updates or unavailability of any Merchant Website; and
not impose or collect any fee of any kind, including any fee from any of your customers for use of the Instant Audiences Service.
8. Customer Data Licence
We hereby grant you, your End Users and your Personnel a non-exclusive, non-transferable licence to access and use the Customer Data made available to you by us via your Approved Marketing Platform Account for the Permitted Purpose in accordance with Your Privacy Policy, the Agreement and all Applicable Laws.
9. Support and Maintenance
During the Term, we will provide support and maintenance services in respect of the Instant Audiences Service in accordance with the SLA.
10. Interpretation
In this Service Schedule, the following terms have the following meanings:
Approved Marketing Platform Provider means, unless expressly specified by us in the Agreement or otherwise, Klaviyo, Inc.
Customer means a person that we then hold sufficient Customer Data about, in order for us to be able to provide you with the Instant Audiences Service in respect of that person.
Customer Software means any software identified in the Implementation Plan that is not the Instant Audiences Service.
Implementation Coordinator means the person who we nominate as our implementation coordinator for the purposes of the implementation of the Instant Audiences Service
Instant Audiences Service means the Instant Audiences service provided by us to you under this Agreement and any updates and/or upgrades to it.
Maintenance Release means a release of the Instant Audiences Service that corrects faults, adds functionality or otherwise upgrades the Instant Audiences Service, but which does not constitute a New Version.
New Version means any version of the Instant Audiences Service which from time to time is marketed by us as a new version of the Instant Audiences Service.
Price means the price for the provision of the Instant Audiences Service, set out in a relevant Quotation.
Project Coordinator means the person who you nominate as your project coordinator for the purposes of the implementation of the Instant Audiences Service.
SLA means any service level agreement provided with this Service Schedule.