If you signed up before April 3rd, 2017 click here to view your Terms of Service.
A PDF version of these Terms of Service with accurate section and subsection section headers is available on request to Partners@m14.industries.
“Agreed Proportions”: The proportions in which the parties shall share the Revenue Share as set out in Schedule 2.
“Application”: The application software comprised of M14 Industries Software, Partner Materials, the Bespoke Software and any Additional Works and includes the Website.
“App Store”: An online or remote-accessed location where the Application will be made available for downloading.
“Bespoke Software”: Any software program developed by M14 Industries specifically for the Partner, and which forms part of the Application or the Website, but excluding Modified Software.
“Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
“Commencement Date”: The date of this agreement.
“Confidential Information”: Information of commercial value, in whatever form or medium, disclosed by the party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing and, for clarity, including (in the case of M14 Industries’ information) information relating to the Application, M14 Industries Software or any of its constituent parts, the Source Code relating to M14 Industries Software or any such parts.
“Documents”: The operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by M14 Industries.
“End Users”: Anyone who downloads or accesses or is granted access to the Application or Website.
“End User Licence Agreement”: An end user licence agreement setting out the terms on which the End Users may download, access and use the Application. An example form of an end user licence agreement is set out in Schedule 3.
“Emergency Maintenance”: When a material or substantial part of the Application or the Website is not functioning or when in M14 Industries’ reasonable opinion consider there to be a likely risk to the continuing functionality of a material or substantial part of the Application.
“Hosting Services”: The services that M14 Industries provides or procures to allow End Users to access and use the Application or the Website, including hosting set up, third party hosting service provider and App Store management.
“Intellectual Property Rights”: Patents, utility models, rights to inventions, copyright and neighbouring and related 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, 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 that subsist or will subsist now or in the future in any part of the world.
“Licence”: The licence granted under clause 9.
“Licensed Software”: M14 Industries Standard Software, Modified Software, the Bespoke Software and Additional Works, including any New Releases and any New Versions taken and purchased by the Partner, including any third-party Software or Open Source Software.
“Live Date”: The date on which the Application is first made available for download by End Users on an App Store or when the Application or Website is first accessible by the public (or its intended users).
“M14 Industries Software”: M14 Industries’ Standard Software, the Third-Party Software, the Modified Software, the Open-Source Software and any tools and know-how developed, and methods invented, by M14 Industries in the course of operating its business or as a result of carrying out the Services, whether or not developed or invented specifically or used exclusively to carry out the Services.
“M14 Industries’ Standard Software”: The software programs proprietary to M14 Industries which are used in the Application.
“Modified Software”: The software programs proprietary to M14 Industries, modified or to be modified by M14 Industries and used in the Application.
“New Release”: A new release of all or any part of M14 Industries’ Standard Software or Bespoke or Additional Works used in the Application in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made, or to which a further function or functions have been added.
“New Version”: A new version of the M14 Industries’ Standard Software released by M14 Industries after the Acceptance Date which provides additional or improved functionality or performance.
“Open-Source Software”: Any software licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Application, or with which M14 Industries Software is compiled or to which it is linked.
“Partner Materials”: Any Intellectual Property Rights owned, held or developed by the Partner that is used or is required to be used by M14 Industries for the purposes of this agreement, and shall include the Partner branding whether registered or unregistered intellectual property.
“Price”: The aggregate price for the Services, including any set up fees management fee or additional services but excluding the Revenue Share, as specified in Schedule 2.
“Revenue Share”: The revenue to be paid to each party calculated in accordance with clause 6.5.
“Services”: The services to be provided by M14 Industries under this agreement, including the Hosting Services and all the works, duties and obligations to be carried out by M14 Industries under this agreement.
“Source Code”: The source code of the software to which it relates, in the language in which the software was written, together with all related flow charts and technical documents, all of a level sufficient to enable a suitably qualified and experienced person to understand, develop and maintain that software.
“Specification”: The specification agreed between the parties setting out the Services to be provided as set out in Schedule 1.
“Third-Party Licences”: Any and all licences relating to Third Party Software or any Open-Source Software.
“Third-Party Software”: The software programs proprietary to third parties, including those programs which may have been modified by M14 Industries.
“Turnover”: The aggregate of money received by M14 Industries through the operation of the Application or the Website (but excluding the Price) in cleared non-refundable or repayable funds.
“Unscheduled Maintenance”: When a part of the Application is not functioning or when in M14 Industries’ reasonable opinion it considers there to be a likely risk to the continued functioning of the Application or the Website, but shall exclude all Emergency Maintenance, planned maintenance or the installation or application of a New Release or New Version.
“Website”: The website(s) created and developed as part of the Services to accompany the Application.
“VAT”: Value Added Tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
“Virus”: Anything or device (including any software, code, file or programme) which may:
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
For the specification, see m14.industries/specification.
Pricing available on request
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, totaling £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.