Terms of Service (pre April 3rd 2017)

This agreement is between M14 Industries (trading as Bristlr Limited) and the signatory (known herein as the “Partner”), and includes a Service Level Agreement (“SLA”) in Appendix A.

This agreement begins on the the date of signature and will remain in effect until a new agreement is signed.

The aim of this agreement is to clearly set out the expectations of both parties involved, in (relatively) plain English.

1. Definitions and Interpretations

Partner - the company using M14 Industries’ to create and manage their Service. M14 Industries operates as an independant contractor for the Partner.
SLA - The Service Level Agreement found in Appendix A which outlines the level of service expected.
Member - An individual who uses and potentially pays to use the Service
Service - The collection of websites and apps which form the product being used by Members.
Apps - Applications which run on App Platforms.
App Platforms - The mobile ecosystems which host the Apps, such as the Apple App Store.
DPA – The Data Protection Act, a piece of UK legislation which defines what can and can’t be done with personal data.
Personal Data - This is defined in the DPA, and in broad terms is any information which can be used to identify an individual, for example their name, age, or any form of ID reference.
Member Data - The collection of data which describes the Members and their relationships to each other.
Commission - The sum payable from M14 Industries to the Partner as detailed in this document.
Third Party Integrations - Any and all external services we may rely on, such as Facebook for user credentials.
Quality of Service – The Service’s adherence to all the Service Level Agreement details found in Appendix A.
Planned Engineering, and Emergency Engineering Work – carried out which has a potential impact on Members’ use of the Service. This is atypical to the normal development process of the Service.

2. M14 Industries’ Obligations

Once set up payment terms have been met, M14 Industries will cooperate with the Partner to create a Service.

The Service will consist of:

An interactive website featuring agreed upon branding and features.
Apps for agreed upon App Platforms (Android, iOS) featuring agreed upon branding and features.
An administration portal to monitor the performance of the website and apps.
Additional custom branding or features, where required (payment for these is detailed in the Development section)

M14 Industries will:

Create and host any online resources used by the Service.
Provide support materials to aid the Partner with their media plan, to be reviewed every quarter.
Manage the data storage and backup of the Service.
Manage the App Platforms chosen to be used, unless otherwise stated.
Manage Third Party Integrations, unless otherwise stated.
Handle payments from Members.
Pay Commission on payments from Members, as described in the Fees, Payments and Records section.
Provide contact details of an M14 Industries Account Manager, who will be the point of contact between M14 Industries and the Partner. There is an expectation that the Account Manager and the Partner will work together to establish optimum communication procedures.

3. Partner Obligations

The Partner agrees to:

Manage and fund marketing of the Service, so as to be able to justify that the Partner has attempted to make the Service a success.
Inform M14 Industries of any security breach or issues as soon as possible which may impact the Service or M14 Industries in any way.
Inform M14 Industries of any security concerns they have with any part of the Service.
Maintain and follow industry standard security policies when using and interacting with the Service.
Not do anything which could call the reputation of M14 Industries into question or otherwise negatively affect the brand of M14 Industries.

4. Member Payment Handling

M14 Industries will handle payments from Members for any and all paid options within the Service. VAT will be inclusive to any payments from Members. M14 Industries will pay the VAT on these transactions (including VAT MOSS). VAT will be deducted from the Commission. Transaction fees (i.e. bank fees) will be reduced from the Commission.

The remaining revenue will be divided by the terms agreed, and Commission will be paid to the Partner monthly, with 30 day payment terms.

See Appendix B for a worked example of Commission.

5. Fees, Payments and Records

Payments from the Partner to M14 Industries are to be made via BACS, or through an online payment gateway M14 Industries will supply.

Payments from M14 Industries to the Partner will be made via BACS, unless otherwise specified.

5.1. Free Trial Period

The Free Trial Period, if agreed, lasts for 90 days, from the Go Live Date. The Go live Date is defined as the moment when paying Members are able to start using the Service. Typically, this will be when the website is public.

5.2. Set up

The set-up cost is £499(ex VAT) and is paid before any other work from M14 Industries will commence. This fee covers licenses that must be bought by M14 Industries to create the Service, as well as initial onetime costs associated with the creation of the Service.

5.3. Monthly Management

To ensure a consistent and high level of service, a monthly management fee of £99(ex VAT) is charged. This is to be paid on the 1st of each month.

Failure to pay will result in an additional 10%(ex VAT) fee on top of the due amount for each week overdue. Failure to pay without an agreement from M14 Industries may result in a Termination of this Agreement, as detailed in the Termination section.

During the Free Trial Period, the management fee will be £0.

5.4. Commission

After deductions for transaction fees and VAT (including VAT MOSS), the remaining revenue will be divided:

60% for the Partner
40% for M14 Industries

During the Free Trial Period, the Partner will receive 100% of the remaining revenue.

See Appendix B for a worked example of Commission.

5.5. Development

Development of features, branding, integration of additional Third Party Services, or styling beyond that which M14 Industries provides out-of-the-box will be charged at a day rate.

The day rate will be determined by the complexity, scale, and specialised knowledge required for the development, and will be between £ 300 and £ 1000 per day (ex VAT). The Development fee will be included in the Set Up fee if it is required for the Go go-live date. Otherwise, it will be included in the Monthly Management fee.

From time to time M14 Industries will provide new features which the Partner will have the option to add to the Service. The cost of the integration of any new feature into the Service will vary (and may be £0), and will be included in the Development fee.

M14 Industries makes no guarantee to any time frame for new features, but endeavours to provide the most accurate time and cost estimates in advance.

6. Privacy & Member Data

Members are customers of M14 Industries. Both M14 Industries and the Partner maintain ownership of the Personal Data and Member Data. The Partner does not have direct access to Personal Data (as per the DPA), however, can request access with a given justification (as per the DPA) for the use of the data.

Additional data used by M14 Industries in the running of the Service is owned solely by M14 Industries and will not be disclosed to the Partner. The Partner may request reports based on this information, which may incur a Development fee.

7. Contacting Members

The Partner agrees not to communicate with Members unsolicited. Any communication between the Partner and Members must be reviewed by M14 Industries.

Communications may not be approved if: they are illegal, they impact M14 Industries’ management of the service, or they are out of line with M14 Industries’ communication best practices.

Decisions on the review will be made as quickly as possible by M14 Industries. If M14 Industries intends to respond with a negative review, M14 Industries will do so within 5 business days and include clarification on why.

Spamming (sending of unsolicited messages) is not allowed or condoned. If in doubt; don’t.

M14 Industries can message Members on behalf of the Partner, and will appear to the members as the Partner (for example, when providing customer support, or when sending notification messages).

8. Removal of Members

From time to time, and in the process of protecting Members from undesirable persons, M14 Industries reserves the right to remove and block individuals and IP addresses from the Service. This is only ever done to protect Members, Partners, and the Service.

A list of blocked Members and IP addresses is available on request.

9. Intellectual Property Rights

M14 Industries hereby gives permission (a license) for the Partner to use the M14 Industries logo and name in any effort the Partner makes to promote the Service.

The Partner agrees not to use any of M14 Industries’ branding in any way which would be potentially damaging to M14 Industries’ reputation.

The technology, look & feel, and any sundries that make up the Service, including any apps, websites, and supplemental services, remain the property of M14 Industries. The Partner has no rights to these.

M14 Industries reserves the right to cancel this license agreement.

M14 Industries has non-exclusive, worldwide, royalty-free permission to use the Partner’s brand name, logos, and agreed on quotations and key pieces of information when promoting M14 Industries, or when publishing the names of Partners.

The Partner agrees they have full permission and rights to any names, logos, and branding used in the Service. The Partner agrees to fully indemnify M14 Industries for any legal action which may be taken against M14 Industries, the Service, or the Partner for any copyright infringement.

M14 Industries has permission to modify any content supplied by the Partner, in order to better the quality of the Service.

10. Confidentiality

Excluding situations where prior permission has been sought and agreed upon, the Partner agrees not to disclose any financial information, details of the contents of this Agreement, or information regarding the implementation and technology M14 Industries uses and provides.

This does not include information which is already public, or in the possession of the receiving party at the time of the disclosure.

11. Termination

M14 Industries can terminate this agreement if the Partner is unable to pay invoices for a prolonged period after a warning has been issued if a payment plan is unable to be agreed upon.

If the Partner breaks any part of this Agreement, M14 Industries can terminate the agreement at their discretion.

Upon termination:

The Partner can request the Member Data within 30 days from the date of termination. M14 Industries will supply the data to the Partner within 90 days.
Outstanding invoices payable to M14 Industries must be paid within 30 days.
The Partner stops using our branding on any promotional material.

Upon termination by the Partner:

M14 Industries may continue to run the service for up to 12 months. During this time

Commission payments will be made unless otherwise agreed on, but monthly management fees will not.

12. Warranty

M14 Industries gives no warranty or guarantees as to the performance of the Service, excluding those outlined in Appendix A. M14 Industries does not make any guarantees to the financial returns the Partner will receive.

M14 Industries will use all available resources to provide the highest quality to Members and to make the Service as good as possible. However, M14 Industries gives no benchmark or expectations to this quality.

13. Indemnification

The Partner agrees to indemnify, defend, and hold harmless M14 Industries and its trustees, officers, directors, employees and agents from and against any loss, expense, liability, damage, claim (including reasonable attorneys’ fees) made or brought for any reason to the extent that it is based on the Partner’s breach of this Agreement, or it is based on actions by the Partner, or it is based on events beyond the reasonable control of M14 Industries.

14. 3rd Party companies & contractors

During the development and management of any project or Service, M14 Industries reserves the right to use reputable third-party organisations (such as using Facebook for user credentials) and independent contractors (such as a contracted engineer), who will operate within the boundaries set out in this Agreement for M14 Industries.

15. Reserved Right to Change These Terms

M14 Industries reserves the right to amend these terms. Notification will be issued and any change which will require a resigning of the Agreement within 3 months of the notification.

The Partner can not change these terms without written permission. Any changes will require resigning of the Agreement.

16. Appendix A: Service Level Agreement

16.1. Service Availability

M14 Industries will ensure a very high level of availability of the Service.

M14 Industries guarantees 99.9%availability for any given 12-month period, and 99% for any given month.

Availability statistics (both realtime and for the previous 12 months) are available on request.

Availability is no Loss of Critical Systems.

A Loss of Critical Systems is a situation in which all users are unable to perform standard actions on the Service for a period of more than 5 minutes or more.

Any planned or emergency engineering with this level of impact will be performed at times of the day with the fewest number of users online and communicated to the Partner.

For planned engineering works with this level of impact on users, notification will be given to the Partner no less than 24 hours before the planned unavailability.

For emergency engineering work (i.e. security-related or platform stability-related) notification will be given to the Partner at the first available opportunity. A further notification will be given within 8 hours of the issue detailing what happened, any impact, and steps being taken to rectify the situation. A further notification will be sent within 24 hours detailing the issue, impact, and the resolution.

16.2. Customer Support

M14 Industries will respond to any Member inquiry within 1 business day. If the inquiry can not be fulfilled without further information from the Partner, the Partner is expected to be able to provide the required information within 1 business day.

M14 Industries will respond to any Partner request within 5 business days. Typically M14 Industries will respond to any request within 1 business day.

The Account Manager and the Partner will discuss any shortcomings of the Service or point(s) of failure if any arise. Depending on the issue, agreed steps to eradicate these issues for future events will be created.

The impact on Member experience and lost revenue will be taken into account and, where appropriate, compensation (which may include, but may not be limited to; discounts, additional support, monetary) to be agreed by both parties.

17. Appendix B: Payment Worked Example

A Service is established with a premium option costing £20.

During January 1,000 Members opt to pay for the premium option, totalling £20,000.

The payments are made using a third party payment gateway (eg Stripe, or PayPal), which charges 1.4% + 20p for each transaction. This comes to a total of £480, and this amount is deducted from the total amount leaving £19,520.

Assuming VAT (including VAT MOSS) averages 20%, this totals £3,904, and this amount is deducted from the total amount leaving £15,616.

If the Agreement reached is a 50% revenue share, the Commission for January will total £7,808.

If there is a monthly management fee of £99 (ex VAT), this amount is deducted from the total amount leaving £7,709, and this will be paid to the Partner within 30 days of the end of January.