TERMS OF SUBSCRIPTION

We are delighted to welcome you into the Sizzle Works community. Here you will access the software application and platform as a subscriber via the internet on a pay-per-use basis known as Sizzle Works Deck. It is designed to make it easy for businesses to create, send and track phone-friendly sales and marketing material and requires the introduction of prospective customers to its business. This service is operated by Sizzle Works Limited (“us” or “we” or the “Company”) and the following are the terms and conditions governing your use and access to the Sizzle Works software and associated services and should be read alongside your Order Form.

Agreed terms

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in this agreement.

  1. Authorised Users : those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services as further described in clause 2.2(c) and listed in your Order Form, such list to be updated from time to time subject to the written consent of Sizzle Works.

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

  3. Change of Control : the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

  4. Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.

  5. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures : as defined in the Data Protection Legislation.

  6. Customer Data : the data inputted by the Customer, Authorised Users, or Sizzle Works on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

  7. Data Protection Legislation : the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

  8. Effective Date : the date of this agreement.

  9. Initial Subscription Term : the initial term of this agreement as set out in your Order Form.

  10. Normal Business Hours : 8.00 am to 6.00 pm local UK time, each Business Day.

  11. Order Form: Sizzle Works’ confirmation of sales order, agreed between Sizzle Works and the Customer from time to time.

  12. Renewal Period : the period described in clause 14.1.

  13. Services : the subscription services provided by Sizzle Works to the Customer under this agreement via https://create.sizzledeck.com/ or any other website notified to the Customer by Sizzle Works from time to time.

  14. Software : the online software applications provided by Sizzle Works as part of the Services.

  15. Subscription Fees : the subscription fees payable by the Customer to Sizzle Works for the User Subscriptions, as set out in your Order Form.

  16. Subscription Term : has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

  17. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

  18. User Subscriptions : the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.

  19. Virus : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  20. Vulnerability : a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

    1. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

    2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].

    3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

    6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

    7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

    8. A reference to writing or written includes e-mail.

    9. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

  1. User subscriptions

    1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Sizzle Works hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

    2. In relation to the Authorised Users, the Customer undertakes that:

      1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;

      2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

      3. it shall maintain a written, up to date list of current Authorised Users and provide such list to Sizzle Works within 5 Business Days of Sizzle Works’ written request at any time or times;

      4. it shall permit Sizzle Works or Sizzle Works' designated auditor to audit the Services in order to establish the name and password of each Authorised User and Sizzle Works' data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Sizzle Works’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

      5. if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Sizzle Works’ other rights, the Customer shall promptly disable such passwords and Sizzle Works shall not issue any new passwords to any such individual; and

      6. if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Subscription Fees to Sizzle Works, then without prejudice to Sizzle Works’ other rights, the Customer shall pay to Sizzle Works an amount equal to such underpayment as calculated in accordance with the prices set out in your Order Form within 10 Business Days of the date of the relevant audit.

    3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. is otherwise illegal or causes damage or injury to any person or property;

and Sizzle Works reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

    1. The Customer shall not:

      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

      2. access all or any part of the Services in order to build a product or service which competes with the Services; or

      3. use the Services to provide services to third parties; or

      4. subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

      5. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

      6. introduce or permit the introduction of, any Virus or Vulnerability into Sizzle Works’ network and information systems.

    2. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Sizzle Works.

    3. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

  1. Additional user subscriptions

    1. Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in your Order Form and Sizzle Works shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.

    2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Sizzle Works. Sizzle Works shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where Sizzle Works approves the request, Sizzle Works shall activate the additional User Subscriptions within 3 days of its approval of the Customer's request.

    3. If Sizzle Works approves the Customer's request to purchase additional User Subscriptions, the Customer shall, pay immediately to Sizzle Works the relevant fees for such additional User Subscriptions as set out in your Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Sizzle Works for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

  2. Services

    1. Sizzle Works shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.

    2. Sizzle Works shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

      2. unscheduled maintenance performed outside Normal Business Hours, provided that Sizzle Works has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

  3. Customer data

    1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

    2. Sizzle Works shall follow reasonable archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Sizzle Works shall be for Sizzle Works to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Sizzle Works as far as is reasonably practicable. Sizzle Works shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Sizzle Works to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.8).

    3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

    4. The parties acknowledge that:

      1. if Sizzle Works processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the controller and Sizzle Works is the processor for the purposes of the Data Protection Legislation.

      2. Schedule 4 sets out the scope, nature and purpose of processing by Sizzle Works, the duration of the processing and the types of personal data and categories of data subject.

      3. the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Sizzle Works’ other obligations under this agreement.

    5. Without prejudice to the generality of clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Sizzle Works for the duration and purposes of this agreement so that Sizzle Works may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.

    6. Without prejudice to the generality of clause 5.3, Sizzle Works shall, in relation to any personal data processed in connection with the performance by Sizzle Works of its obligations under this agreement:

      1. process that personal data only on the documented written instructions of the Customer unless Sizzle Works is required by the laws of any member of the European Union or by the laws of the European Union applicable to Sizzle Works and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data ( Applicable Laws). Where Sizzle Works is relying on Applicable Laws as the basis for processing personal data, Sizzle Works shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Sizzle Works from so notifying the Customer;

      2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

        1. the Customer or Sizzle Works has provided appropriate safeguards in relation to the transfer;

        2. the data subject has enforceable rights and effective legal remedies;

        3. Sizzle Works complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

        4. Sizzle Works complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

      3. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      4. notify the Customer without undue delay on becoming aware of a personal data breach;

      5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

      6. maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of Sizzle Works, an instruction infringes the Data Protection Legislation.

    7. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, 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 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).

    8. The Customer consents to Sizzle Works appointing third-party processors of personal data under this agreement. Sizzle Works confirms that it has entered or (as the case may be) will enter with any third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 5 and in either case which Sizzle Works confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Sizzle Works, Sizzle Works shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.

    9. Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

  4. Third party providers

  1. The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Sizzle Works makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Sizzle Works. Sizzle Works recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Sizzle Works does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  1. Sizzle Works’ obligations

    1. Sizzle Works undertakes that the Services will be performed with reasonable skill and care.

    2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sizzle Works’ instructions, or modification or alteration of the Services by any party other than Sizzle Works or Sizzle Works’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Sizzle Works will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

    3. Sizzle Works:

      1. does not warrant that:

        1. the Customer's use of the Services will be uninterrupted or error-free;

        2. that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

        3. the Software or the Services will be free from Vulnerabilities;

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    4. This agreement shall not prevent Sizzle Works from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

    5. Sizzle Works warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  2. Customer's obligations

  1. The Customer shall:

      1. provide Sizzle Works with:

        1. all necessary co-operation in relation to this agreement; and

        2. all necessary access to such information as may be required by Sizzle Works;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

      1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

      2. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Sizzle Works may adjust any agreed timetable or delivery schedule as reasonably necessary;

      3. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

      4. obtain and shall maintain all necessary licences, consents, and permissions necessary for Sizzle Works, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

      5. ensure that its network and systems comply with the relevant specifications provided by Sizzle Works from time to time; and

      6. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sizzle Works’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

  1. Charges and payment

    1. The Customer shall pay the Subscription Fees to Sizzle Works for the User Subscriptions in accordance with this clause 9 and your Order Form.

    2. The Customer shall on the Effective Date provide to Sizzle Works valid, up-to-date and complete credit card details or approved purchase order information acceptable to Sizzle Works and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

      1. its credit card details to Sizzle Works, the Customer hereby authorises Sizzle Works to bill such credit card:

        1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

        2. subject to clause 14.1, each month after the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

      2. its approved purchase order information to Sizzle Works, Sizzle Works shall invoice the Customer:

        1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

        2. subject to clause 14.1, each month after the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice immediately and prior to being provided access to the Services, unless otherwise specified in your Order Form.

    1. If Sizzle Works has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of Sizzle Works:

      1. Sizzle Works may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Sizzle Works shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Sizzle Works’ bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

    2. All amounts and fees stated or referred to in this agreement:

      1. shall be payable in pounds sterling;

      2. are, subject to clause 13.3(b), non-cancellable and non-refundable;

      3. are exclusive of value added tax, which shall be added to Sizzle Works’ invoice(s) at the appropriate rate.

    3. Any bank charges, currency exchange fees or similar such expenses shall be the responsibility of the Customer.

    4. If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space anticipated by Sizzle Works based on reasonable use, Sizzle Works reserves the right to charge the Customer, and the Customer shall pay, Sizzle Works’ then current excess data storage fees. Sizzle Works will make reasonable endeavours to inform Customers if they are approaching any storage limits.

    5. Sizzle Works shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and your Order Form shall be deemed to have been amended accordingly.

  1. Proprietary rights

    1. The Customer acknowledges and agrees that Sizzle Works and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

    2. Sizzle Works confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

  2. Confidentiality

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

      1. is or becomes publicly known other than through any act or omission of the receiving party;

      2. was in the other party's lawful possession before the disclosure;

      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

      4. is independently developed by the receiving party, which independent development can be shown by written evidence.

    2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

    4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

    5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Sizzle Works’ Confidential Information.

    6. Sizzle Works acknowledges that the Customer Data is the Confidential Information of the Customer.

    7. No party shall make, or permit any person to make, any public announcement concerning this agreement 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, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

    8. The above provisions of this clause 11 shall survive termination of this agreement, however arising.

  3. Indemnity

    1. The Customer shall defend, indemnify and hold harmless Sizzle Works against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:

      1. the Customer is given prompt notice of any such claim;

      2. Sizzle Works provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

      3. the Customer is given sole authority to defend or settle the claim.

    2. Sizzle Works shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

      1. Sizzle Works is given prompt notice of any such claim;

      2. the Customer provides reasonable co-operation to Sizzle Works in the defence and settlement of such claim, at Sizzle Works’ expense; and

      3. Sizzle Works is given sole authority to defend or settle the claim.

    3. In the defence or settlement of any claim, Sizzle Works may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

    4. In no event shall Sizzle Works, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

      1. a modification of the Services by anyone other than Sizzle Works; or

      2. the Customer's use of the Services in a manner contrary to the instructions given to the Customer by Sizzle Works; or

      3. the Customer's use of the Services after notice of the alleged or actual infringement from Sizzle Works or any appropriate authority.

    5. The foregoing and clause 13.3(b) state the Customer's sole and exclusive rights and remedies, and Sizzle Works’ (including Sizzle Works’ employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  4. Limitation of liability

    1. Except as expressly and specifically provided in this agreement:

      1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Sizzle Works shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sizzle Works by the Customer in connection with the Services, or any actions taken by Sizzle Works at the Customer's direction;

      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

      3. the Services are provided to the Customer on an "as is" basis.

    2. Nothing in this agreement excludes the liability of Sizzle Works:

      1. for death or personal injury caused by Sizzle Works’ negligence; or

      2. for fraud or fraudulent misrepresentation.

    3. Subject to clause 13.1 and clause 13.2:

      1. Sizzle Works shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

      2. Sizzle Works’ total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

  5. Term and termination

    1. This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for the renewal period specified in your Order Form (each a Renewal Period), unless:

      1. either party notifies the other party of termination, in writing, at least 7 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

      2. otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

    1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

      2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

      3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

      4. 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 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 Insolvency Act 1986;

      5. 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 its creditors 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;

      6. 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 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;

      7. 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;

      8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

      10. 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;

      11. 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 14.2(d) to clause 14.2(j) (inclusive);

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

    2. On termination of this agreement for any reason:

      1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;

      2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

      3. Sizzle Works may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.6(c), unless Sizzle Works receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Sizzle Works shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Sizzle Works in returning or disposing of Customer Data; and

      4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

  1. Force majeure

  1. Sizzle Works shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sizzle Works or any other party), failure of a utility service or transport or telecommunications network, pandemic, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

  1. Conflict

  1. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

  1. Variation

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

  1. Waiver

  1. No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

  1. Rights and remedies

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

  1. Severance

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

    2. If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

  2. Entire agreement

    1. This agreement constitutes 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.

    2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

    4. Nothing in this clause shall limit or exclude any liability for fraud.

  3. Assignment

    1. The Customer shall not, without the prior written consent of Sizzle Works, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

    2. Sizzle Works may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

  4. No partnership or agency

  1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. Third party rights

  1. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Notices

    1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes..

    2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

    3. A notice sent by email shall be deemed to have been received when first acknowledged in writing by the recipient.

  2. Governing law

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

  1. Jurisdiction

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

This agreement has been entered into on the date stated at the beginning of it.

  1. Processing, Personal Data and Data Subjects

Processing by Sizzle Works

Scope

Sizzle Works provide a web service to allow the Customer to access to the Services.

Nature

The Services relate to Sizzle Works Deck which is designed to make it easy for businesses to create, send and track phone-friendly sales and marketing material and requires the introduction of prospective customers to its business. Personal Data will be processed in order to allow the Customer to utilise Sizzle Works Deck.

Purpose of processing:

Processing the data consists of the following: collecting, sorting, saving, transferring, restricting and deleting data.

The data is processed for the following purpose: to allow the Customer to provide marketing materials to its prospective customers using the Sizzle Works Deck software

Duration of the processing

Processing shall begin upon provision of the Services and be carried out for an unspecified period until the Sizzle Works account is deleted in accordance with the terms of this Agreement.

Types of personal data

Data entered by the Customers end-users in the process of using the service, including its own employees’ names and contact information, prospective customer’s names, contact information and other related data.

Categories of data subject

The following data subjects are affected by the data being processed:

End-users of the Customer using the Services and Sizzle Works Deck online platform and the employees, servants or agents of the prospective customers that the Customer chooses to send marketing information to.

PRIVACY POLICY

  1. INTRODUCTION

By choosing to shop with us you've placed a lot of trust in us. We appreciate that. We want to reassure you that we take our responsibilities in relation to your personal information seriously. We want to explain how we will use that personal information, explain your rights and what you need to do if you have any concerns at all.

This privacy notice provides you with details of how we collect and process your personal data through your use of our website.

This notice is governed by the EU General Data Protection Regulation (the "GDPR") and the Data Protection Act 2018. It seeks to provide you with information about:

  • what personal data is;

  • the personal data we may collect and hold about you;

  • how we collect your personal data;

  • the purpose for which we use your personal data;

  • how long we keep your personal data for;

  • the circumstances and safeguards in place for when we might share your personal data;

  • how we go about ensuring that your personal data is secure; and

  • your rights and what to do if we get something wrong.

  1. WHO WE ARE

When we say “Sizzle”, “us”, “our” or “we”, we are referring generally to Sizzle Works Limited, a limited company under company number 12024311 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ.

We are the data controller and we are responsible for your personal data. This just means that we determine the purposes and ways in which we process personal data.

As a data controller, we take your privacy and our responsibilities very seriously. This is our privacy notice. It provides you with details the type of personal data we hold, the way in which we collect it and how we process it through your use of our website. When you use our website ( www.sizzledeck.com) you may be asked to provide personal data, for example when you purchase a product or service, sign up to our newsletter or take part in a prize draw or competition. This website is not intended for children and we do not knowingly collect data relating to children. By using our website and providing us with your data, you warrant to us that you are over 13 years of age. You can get in touch with us here:

Email address: contactus@sizzledeck.com

  1. WHAT IS PERSONAL DATA?

Any information that can identify you as an individual is known as ‘Personal Data’. This does not include any anonymised data.

Under current legislation, there is also a special category of ‘Sensitive Data’. Sensitive data includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, your health as well as genetic and biometric data. In order to process sensitive data we need your explicit consent.

  1. WHAT PERSONAL DATA DO WE PROCESS?

We may securely process the following types of personal data about you:

TYPE OF PERSONAL DATA

WHAT MIGHT BE INCLUDED

TO IDENTIFY

Full name or any previous names, your username, marital status, title, date of birth and gender.

TO CONTACT

Addresses for billing and/or delivery, your email address and any telephone numbers.

FINANCIAL

Bank account and payment card details.

TRANSACTIONAL

Details about payments you have made, what products and/or services you have purchased and other related details of any purchases you have made

ELECTRONIC & PROFILE INFORMATION

This may include any log in details you have provided, your internet protocol addresses, browser type and version, browser plug-in types and versions, time zone setting and location, operating system and platform and other technology on the devices you use to access this site.

It may also include your username and password, purchases or orders, your interests, preferences, feedback and survey responses.

USAGE

This may include information about how you use our website, products and services.

MARKETING & COMMUNICATIONS

This may include your preferences in receiving marketing communications from us and our third parties and your communication preferences.

We may also process what is known as aggregated data from your personal data. As this data does not reveal your identity it is not classed as ‘Personal Data’. An example of this might be if we were analyse our website usage data which allows us to see what percentage of users visit which pages or use which features. If we subsequently link the aggregated data with other data which would then identify you, then it becomes personal data and is treated accordingly.

  1. SENSITIVE DATA

We do not collect any Sensitive Data about you. We do not collect any information about criminal convictions and offences.

Please note that there are certain times when we may be required to collect personal data under the terms of a contract between us or where we are required to do so by law. Should you not provide us with that data when requested, it is unlikely that we will be able to keep our end of any contract between us (for example, to deliver goods or services to you). This may mean we have to cancel a product or service you have ordered. You will, of course, be notified in advance when that might be the case.

  1. HOW DO WE COLLECT YOUR PERSONAL DATA?

There are a variety of ways in which we might collect your personal data.

DATA COLLECTION METHOD

DETAILS OF HOW WE MIGHT COLLECT IT

DIRECT INTERACTION

You may provide your data to us in a number of ways. For example, by filling in forms (either on our website or otherwise) by writing to us, telephoning us or emailing us including when you:

  • order our products or services;

  • create an account on our site;

  • subscribe to our service or publications;

  • request resources or marketing be sent to you;

  • enter a competition, prize draw, promotion or survey; or

  • give us feedback.

AUTOMATED TECHNICAL DATA

As you browse and use our website certain technical data might be recorded about the device and equipment you are using, your browsing and your usage. We collect this data by using cookies, server logs and similar technologies. This happens on most website you use and so we may also receive similar technical data about you if you visit other websites that also use our cookies. We have set out our cookie policy below.

THIRD PARTIES OR PUBLIC SOURCES

We may also occasionally receive your personal data from external third parties and public sources. We have tried to capture these third parties here:

  • analytics providers such as Google based outside the EU;

  • advertising networks; and

  • search information providers;

  1. contact, financial and transaction data from providers of technical, payment and delivery services;

  1. identity and contact data from data brokers or aggregators; and

  1. identity and contact data from publicly availably sources such as Companies House and the Electoral Register based inside the EU.

  1. HOW DO WE USE YOUR PERSONAL DATA?

We will only ever process or use your personal data when we are legally allowed to do so. Whilst there are a number of other legally permissible reasons to process your personal data, the following are the main reasons that we rely upon to do so:

  1. To be able to comply with our legal and regulatory obligations;

  2. To be able to perform any contract that might exist between us; and

  3. Necessity in both our and your legitimate interests (or those of a third party) provided that your fundamental rights do not override those interests.

Another basis upon which it would be legally permissible for us to process your data would be where you have explicitly consented. Generally, we do not rely on your consent as a legal ground for processing your personal data. However, where we intend to send marketing communications to you via email or text message, we will ask you to consent in advance. You will have the right to withdraw consent to any such marketing at any time by emailing us at contactus@sizzledeck.com



  1. WHY DO WE PROCESS YOUR PERSONAL DATA?

We want to share with you:

  1. the ways in which we intend to use your personal data; and

  1. the legal grounds upon which we will process your personal data (including the nature of our legitimate interest in doing so where applicable).

The following table provides this information. We have also explained what our legitimate interests are where relevant.

PURPOSE/ACTIVITY

TYPE OF DATA

(SEE TABLE ABOVE)

LAWFUL BASIS FOR PROCESSING

To record your details as a new customer.

  • To identity

  • To contact

To be able to fulfil our obligations under a contract or proposed contract with you.

To fulfil your order with us including:

  1. manage payments, fees and charges

  2. collect and recover money owed to us

  • To identity

  • To contact

  • Financial

  • Transactional

  • Marketing and Communications

To be able to fulfil our obligations under a contract or proposed contract with you.

Necessary for our legitimate interests to recover debts owed to us

To be able to manage and develop our relationship with you, which will include for example:

    1. notifying you about changes to our terms or privacy policy

    2. Asking you to leave a review or take a survey

  • To identity

  • To contact

  • Electronic & Profile information

  • Marketing and Communications

To be able to fulfil our obligations under a contract or proposed contract with you.

To enable us to be able to comply with a legal obligation.

Necessary for our legitimate interests to ensure our records are up to date and to better understand how customers and potential customers use our website, products and services.

To allow you to be able to enter a prize draw, competition or to complete a survey

  • To identity

  • To contact

  • Electronic & Profile information

  • Usage

  • Marketing and Communications

To be able to fulfil our obligations under a contract or proposed contract with you.

Necessary for our legitimate interests to better understand how customers and potential customers use our website, products and services, to improve those products and services and in turn grow our business.

To administer and protect our business and our site (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)

  • To identity

  • To contact

  • Technical data

Necessary for our legitimate interests to enable us to run our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise

To enable us to be able to comply with a legal obligation.

To ensure that any content and advertisement aimed at you is relevant and what you want to see and to measure and understand the effectiveness of our advertising.

  • To identity

  • To contact

  • Electronic & Profile information

  • Usage

  • Marketing and Communications

  • Technical data

Necessary for our legitimate interests to to better understand how customers and potential customers use our website, products and services, to develop those products and services and in help our marketing strategy and in turn grow our business.

To use data analytics to improve our website, products/services, marketing, customer relationships and experiences

  • Technical data

  • Usage

Necessary for our legitimate interests to determine the types of customers for our products and services, to keep our site updated and relevant, to develop our business and to inform our marketing strategy

To make appropriate suggestions and recommendations to you about goods or services that may be of interest to you.

  • Identity

  • Contact

  • Technical

  • Usage

  • Profile

Necessary for our legitimate interests to develop our products/services and grow our business

As you will see, we may process your personal data on the basis of more than one lawful ground, depending on the specific purpose for which we are using it. Please email us at contactus@sizzledeck.com if you need more details about the specific legal ground we are relying on to process your personal data in relation to any of the data set out in the table above.

  1. CHANGE OF PURPOSE

Whilst we will only use your personal data for the purposes for which we collected it sometimes the purpose might change. Such change will either be compatible with the original purpose or for an entirely new purpose.

Compatible with an existing purpose: If we reasonably think that we need to use your personal data for another reason but that reason is compatible with the original purpose then we are entitled to do so. You are entitled to find out more about our thought process and why we consider that the processing for the new purpose is compatible with the original purpose. If you would like us to explain why we think that then please email us at contactus@sizzledeck.com

A new purpose: If we need to use your personal data for a purpose that is different or unrelated to the original purpose for which we collected the data, we will notify you and we will explain the legal ground upon which we intend to then process the data.

By law: We may process your personal data without your knowledge or consent where this is required or permitted by law.



  1. MARKETING COMMUNICATIONS

Unless you have opted out of receiving marketing from us (which you can do at any time), you will receive marketing communications from us if you have either:

  1. requested information from us or purchased goods or services from us; or

  1. if you provided us with your details and ticked the box at the point of entry of your details for us to send you marketing communications.

We will always get your express opt-in consent before we share any of your personal data with any third party for marketing purposes.

At any time and for any reason (which you do not have to provide), you can ask us or third parties to stop sending you marketing messages. You can do this by following the opt-out links on any marketing message sent to you or by emailing us at contactus@sizzledeck.com at any time.

Where you opt out of receiving our marketing communications, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.

  1. SHARING OR ‘DISCLOSURE’ OF YOUR PERSONAL DATA

We have referred above to third parties with whom we might share your personal data.

Below is a list of other third parties who we may share your personal data with and for the purposes set out in the table in paragraph 8 above:

  1. HM Revenue & Customs, regulators and other authorities based in the United Kingdom and other relevant jurisdictions who require reporting of processing activities in certain circumstances.

  2. Professional advisers such as lawyers, bankers, auditors and insurers who may provide consultancy, banking, legal, insurance and accounting services.

  3. Service providers who provide, for example, IT and system administration services.

  4. Third parties to whom we sell, transfer, or merge parts of our business or our assets.

Any third parties to whom we transfer your data may only process your personal data for specified purposes and in accordance with our instructions. Such third parties are required to respect the security of that personal data and to comply with the law.

  1. INTERNATIONAL TRANSFERS

Some of our third parties service providers are based outside the European Economic Area (EEA). This means that when they process your personal data it inevitably means that such data is transferred outside of the EEA. Such transfers have been prohibited unless we meet certain criteria prescribed by European law when making such a transfer. As a result, we do our best to ensure that the same level of security of data is in place by ensuring at least one of the following safeguards is implemented:

  • the country to which your personal data is proposed to be transferred having been deemed by the European Commission to provide an adequate level of protection for personal data; or

  • the use of certification mechanisms approved by the European Commission, specific contracts or codes of conduct which give personal data the same protection it has in Europe; or

  • in the case of third parties based in the US, where they are part of the EU-US Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US.

Please email us at contactus@sizzledeck.com if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA.

If none of the above safeguards is available, we may instead request your explicit consent to the specific transfer. You will have the right to withdraw this consent at any time.

  1. DATA SECURITY

We have taken a number of steps to ensure and protect the security of your personal data.

  • Security Measures: we have put in place appropriate security measures and data protection policies to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed;

  • Training: we have trained our staff to understand their data protection obligations and to ensure they are fully aware and understand their legal obligations, our data protection policies and security measures;

  • Limited access: we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know such data. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have also put in place a response procedure in the event of any actual or suspected personal data breach. We will notify you and any applicable body of any such reportable breach within the legal time period for doing so.

  1. HOW LONG WE WILL KEEP YOUR PERSONAL DATA - DATA RETENTION

We will only ever keep your personal data for as long as we need it to be able to fulfil the purposes for which we collected it in the first place. This will include any reporting requirements, legal requirements or accounting requirements.

When we think about how long we should keep or retain your data, we think about:

  • the amount, nature, and sensitivity of the personal data;

  • the potential risk of loss, damage or harm from any disclosure, loss, misuse or unauthorised use of your personal data;

  • the purposes for which we process your personal data and whether we can achieve those purposes without needing your personal data, and

  • the applicable legal requirements, for example we have to keep basic information about our customers for six years after they cease being customers for tax purposes.

You have the legal right to ask us to delete your data in certain circumstances. Please see the section below entitled ‘Your Legal Rights’ for further information.

We may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you. This is because you can no longer be identified from the anonymised data.

  1. THIRD-PARTY LINKS

Through your use of our website you will have access to links, plug-ins and applications that are not under our control. When you click on those links or open the connection associated with those links it may be that the third party that does control them collects and shares your personal data. We cannot be responsible their privacy statements. When you leave our website, please ensure you read the privacy notice of each website you visit as there may be significant differences that affect you.

  1. COOKIE POLICY

There will be options available in your browser’s settings that enable you to control the way in which cookies are stored on your computer. This will prompt you when cookies are being used, enable you to refuse any individual cookies or disable some or all cookies. We have a separate cookie policy that you can access here. Please note though that if you disable or refuse cookies, some parts of this website may become inaccessible or not work properly.

  1. YOUR LEGAL RIGHTS

Current data protection laws provide you with certain rights. These include the right, in certain circumstances, to:

  1. request access to your personal data;

  1. request correction of your personal data;

  1. request erasure of your personal data;

  1. object to processing of your personal data;

  1. request restriction of processing your personal data;

  1. request transfer of your personal data; and

  1. right to withdraw consent.

You can find more information about your rights here: https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/

If you wish to exercise any of the rights set out above or have any queries, please email us at contactus@sizzledeck.com.

Generally, fees for access to your personal data (or in the exercise of any of your other rights) can no longer be charged. You will therefore not have to pay any fee to exercise your rights, including to access your own personal data. However, if your request is clearly unfounded, repetitive or excessive we may either decide to charge a reasonable fee or we may refuse to comply with your request. We will always explain to you our reasons for doing so.

In order to help us we may need to confirm your identity and ensure that you have the right to access the data you are requesting or exercise any of your other rights. In order to do that, we may need to request specific information from you as a security measure to ensure that we are not disclosing personal data to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request in order to speed up our response.

Legitimate requests will generally be dealt with in one calendar month. Sometimes it may take a bit longer if there are numerous requests or if the request is a little more complex than usual. We will always try to keep you up to date with our progress.

  1. WHAT IF THE INFORMATION WE HOLD ABOUT YOU IS WRONG?

It is very important that any personal data we hold about you is correct and is current i.e. is up to date. You have the right to correct us if any information we hold is incorrect or out of date. Please tell us if at any time your personal information changes or if we just have it wrong by emailing us at contactus@sizzledeck.com.

  1. WHAT IF WE GET SOMETHING WRONG?

Sometimes, we might get something wrong. If we do, we want to put it right. We would really appreciate it if you would contact us first to try and resolve the issue if you ever have any cause to be unhappy with any aspect of the way in which we collect and use your data. However, if you remain unhappy please note that you always have the right to make a more formal complaint through the Information Commissioner’s Office (ICO) is the UK supervisory authority for data protection issues and their website is at www.ico.org.uk. We will work with ICO to ensure that any such complaint is dealt with to your complete satisfaction and in as short a time as possible.

COOKIE POLICY

  1. WHAT ARE COOKIES?

Cookies are small text files which are downloaded to your device when you visit a website or application. The website or application may retrieve these cookies from your web browser each time you visit, so they can recognise you, remember your preferences and provide you with a more secure or improved online experience. They do not contain or save any sensitive information about you.

By continuing to use our website, you are agreeing to use our cookies; alternatively you can manage them in your browser setting (see Managing Cookies). NB. If you decide to disable them, then you may not be able to access many of the features within our website and access areas like your account. Our cookies and what they do for you?

  1. OUR COOKIES AND WHAT THEY DO FOR YOU?

When you use our website, the following types of cookie may be set on your device:

TYPE OF COOKIE DESCRIPTION NAME EXPIRY TIME
Cookies for website information These cookies collect anonymous information about how visitors use our site. Solely used to improve the experience. _utma_utmb_utmc_utmt_utmz_ga_gatUACode 2 years10 minsBrowsing ends10 mins7 months2 years10 mins30 mins
Cookies for saving your settings These cookies remember details inputted by you so you don’t have to repeat the action e.g. filling a form, permissions etc. october_session When browsing ends, 1 hour
  1. MANAGING COOKIES

Your chosen browser will offer cookie management options within their tools. You can set the browser to accept cookies only from specific websites (e.g. this website). More importantly, browsers can also enable you to delete specific cookies. It is even possible to set a browser to reject all cookies. Please be aware that if you choose to block all cookies, our site will not function as intended and you will not be able to use or access many of the services we provide. Rather than blocking all cookies, you can choose to only block third-party cookies which will still allow our website to function as intended.

ANTI-SPAM POLICY

PLEASE READ THIS ANTI- SPAM POLICY (THE “ANTI-SPAM POLICY”) CAREFULLY BEFORE USING ANY SERVICES AVAILABLE AT SIZZLEDECK.COM (THE “SITE”). IF YOU DO NOT ACCEPT THIS ANTI-SPAM POLICY, DO NOT USE THE SERVICES.

At Sizzle Works, we take anti-spam compliance very seriously. While anti-spam laws like the U.S. CAN-SPAM Act are a step in the right direction for reducing the spam problem, we don’t feel they go far enough. Our definition of spam goes beyond the laws in most countries and encompasses what we believe to be true permission-based email marketing. Our Software is directly integrated into the spam reporting systems of major ISPs. Your compliance with this Anti-Spam Policy will help ensure that we maintain our reputation and white-list status with major ISPs and whitelisting programs, which in turn, will ensure that you, our customer, retain high deliverability rate and get the most out of our Services.

Throughout this Anti-Spam Policy references to “Company” are references to Sizzle Works Ltd and Sizzle Deck , and references to “Customer” are to you, a user of the Services.

  1. DEFINITIONS. In addition to terms defined elsewhere in this Anti-Spam Policy, the definitions below will apply to capitalised words in this Anti-Spam Policy. Capitalised words in this Anti-Spam Policy that are not otherwise defined herein shall have the meaning ascribed in the Agreement or Acceptable Use Policy (as applicable).

    1. Acceptable Use Policy ” means Company’s Acceptable Use Policy located at sizzledeck.com/policies/#acceptable-use-policy, as updated from time to time.

    2. Agreement means, as applicable, either the: 1) Terms of Use Agreement located at sizzledeck.com/policies/#terms-or-use, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer.

    3. Anti-Spam Laws means any and all applicable Laws regulating the transmission of electronic messages.

    4. Contact(s)” means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services.

    5. Customer Listis a list of Contacts uploaded to the Services or created on or via the Services.

    6. Distribution Email Address means an email address associated with a distribution list that enables a User to send an email to multiple recipients by sending that email to the single email address associated with the distribution list.

    7. Permission means permission obtained from an individual, in compliance with Section 3 below, to receive communications from Customer that was either: 1) obtained within the preceding 12 months; or 2) obtained at anytime and ongoing communications have been sent to the individual over the course of the preceding 12 months.

    8. Privacy Notice” means the Company’s Privacy Notice located at sizzledeck.com/policies/#privacy-policy, as updated from time to time.

    9. Spam”, as used herein, is any email or other communication sent by a User: 1) to an individual who has not given the User their Permission to do so; and/or 2) is marked as “spam” or “junk” mail by the recipient.

    10. Transactional Messages will have the meaning ascribed by applicable Laws.

    11. Transactional Email Feature means the feature of the Services that allows a User to automatically send communications upon the occurrence of a trigger action.

  1. REQUIRED CONTENT.

    1. Unsubscribe Link. Unless expressly agreed by Company in advance in writing, Customer must ensure that all emails/SMS sent through Customer’s Account contain a Company (or other Company-approved) “unsubscribe” link, in form and substance satisfactory to Company, that: 1) allows Contacts to instantly and permanently remove themselves from the applicable Customer List, 2) presents unsubscribe instructions in a clear and conspicuous way, and 3) remains operational for a period of 30 days after sending the email. Customer must monitor, correct, and process unsubscribe requests immediately and ensure that Users do not remove, disable or attempt to remove or disable such link. Customer understands that instead of using the opt-out link provided, some Contacts may use other means to submit a request to Customer to opt them out. In such cases, Customer agrees to unsubscribe any such Contact manually, by changing the Contact's mailing status to "opt-out" using the tools provided inside Customer’s Account within 10 business days from the opt-out request.

    2. Contact Information . Each email/SMS must clearly and accurately identify the individual or organisation that authorised the sending of the email (“Authorising Party”). This means that if Customer is sending messages on behalf of an Authorising Party, the Authorising Party must be identified. For example, if a marketing agency is sending an email on behalf of its client, the client must be identified. To the extent required by law, identification must include the correct legal name of the Authorising Party, a registered business number, legitimate physical address, and contact details. All identification information should remain valid for at least 30 days after the email is sent.

    3. Other Required Information. Customer shall ensure that communications sent through Customer’s Account are truthful and subject lines that are in no way false or misleading as to the nature of the content contained in the email. All emails must state the reason the Contact is receiving the message. For example, “You are receiving this message from ABC Company because you signed up for our email list at abc.com.”

  1. PERMISSION.

    1. Customer Representations. Customer represents and warrants that Customer has provided all disclosures required by Law in conjunction with obtaining Contact’s Permission. Customer further represents and warrants that Customer has not used any false or misleading information, names, email addresses, subject lines, or other information for the purpose of or in connection with obtaining Contact’s Permission.

    2. Obtaining Permission . Customer must retain records of any Permission received and shall provide such records to Company immediately upon request. Permission must be obtained in one of the ways described below. A Contact:

      1. fills out or opts in via an web form subscribing to receive marketing communications from Customer; provided that the form does not contain any pre-selected fields;

      2. completes an offline form that expressly indicating their willingness to receive marketing communications from Customer;

      3. gives Customer their business card; provided that Contact was informed that by providing the business card to Customer, Contact was indicating their willingness to receive marketing communications from Customer;

      4. has a clear relationship with Customer, as an individual that (a) pays dues or a subscription fee to belong to Customer’s organisation, or (b) has purchased a good or service from Customer within the preceding 12 months, in the course of which Customer obtained that Contact’s email address and there is a reasonable expectation that the Contact would consent to receiving emails; or

      5. otherwise provides Customer with their express written permission to receive marketing communications from Customer.

    1. Scope of Permission. Customer shall not send emails to Contacts on any topic that exceeds the scope of the topic that Contact has given Customer Permission to email them about. Where a Contact has provided Permission for specific individual or organisation to contact them, that Permission may not be transferred to another individual or organisation. Any Permission obtained from a Contact will be exclusive to Customer and will not extend to Customer’s Affiliates, unless such Permission was also granted to such Customer Affiliate.

  1. APPROVALS, RESTRICTIONS, & COMPLIANCE.

    1. Account Approval. Company may request specific information about Customer’s Permission practices and email marketing activities prior to allowing access to Company’s sending infrastructure at Company’s discretion. Unless otherwise expressly agreed by Company, Customer may not send any emails using the Services until Customer’s Account has been approved by a member of Company’s trained compliance team. Such approval may be withheld in Company’s sole discretion.

    2. Bulk Uploads. Prior to any bulk and/or large Contact list uploads to the Services, Customer must obtain Company’s prior written approval, which may be withheld in Company’s sole discretion.

    3. Company API. The Services provide API Calls (“Calls”) to facilitate certain account activities without relying on the Service’s main application interface. These Calls are governed by the same policies set forth herein. The Customer and its Users shall not use the API to circumvent Company's efforts to facilitate Permission- based sending via the Services. Company may dictate, in its sole discretion, permissible use of the API and Calls. Any improper use of the API, as solely determined by Company, will be grounds for immediate termination of Customer's account.

    4. Prohibited Uses. There are some list collection methods, sending practices, and models of business which are irreconcilably at odds with Company’s permission policy or which represent untenable risk to the reputation of Company’s sending infrastructure. Customer shall not:

      1. mail to Distribution Email Addresses, emails addresses copied or scraped from the internet (or to Contact email addresses otherwise programmatically obtained from any physical or electronic source); newsgroups, purchased, loaned, or rented lists;

      2. mail to any Contacts obtained from a third party (unless such third party specifically obtained Permission from the Contact for Customer to mail them);

      3. mail to co-promotion lists, where more than one potential sender is given access to email addresses collected without the recipient’s wilful, sender-specific consent;

      4. use the Transactional Email Feature to send non-Transactional Messages to Contacts unless you have Permission to do so;

      5. use the Services to administer illegal contests, pyramid schemes, chain letters, multi-level marketing campaigns, or conduct any illegal activities; and

      6. take known demographic information and append it to information Customer obtains from a third party for the purpose of emailing an individual who has not otherwise provided Permission in compliance with this Anti-Spam Policy.

    1. Compliance. Customer acknowledges that the Services allow Customer to upload data related to Contacts and also to track Contacts engagement with emails sent using the Services. Customer represents and warrants that Customer has complied with all notice, disclosure, consent, and other requirements imposed by applicable Laws prior to uploading information about a Contact to Customer’s Account. Customer further represent and warrants that Customer shall comply with the Acceptable Use Policy, Agreement, and all applicable Laws in connection with Customer’s use of the Services.

  1. COMPANY’S RIGHTS AND OBLIGATIONS.

    1. Contacts. Company will not use Contacts’ information for any purpose other than those related to the Services and as otherwise described in Company’s Privacy Notice.

    2. Monitoring. Company reserves the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, to ensure compliance with the terms of this Anti-Spam Policy. In connection with the foregoing, Customer agrees to promptly provide records and/or other information requested by Company. In addition, Company reserves the right, but has no obligation, to:

      1. scan every campaign for the existence of an unsubscribe link. If an unsubscribe link is not detected, Customer will be informed and required to include Company’s unsubscribe link before sending additional email messages or Customer Content via the Services;

      2. monitor and meter the number of KiloBytes of data transferred when sending email messages; and

      3. monitor any and all Customer Content and Customer’s use of the Services to ensure compliance with this Anti-Spam Policy.

    1. Abuse Complaints & Remediation. Emails sent through the Services may generate abuse complaints from Contacts. Customer is responsible for ensuring that email campaigns sent from Customer’s Accounts do not generate a number of abuse complaints in excess of industry norms. If Customer’s complaint rate exceeds industry norms, Company may immediately suspend Customer’s Account. In the event that Company sends Customer a notification requesting an explanation and tips for remediation, Customer must respond to Company’s requests promptly and provide its remediation plan. If Customer is unresponsive, does not implement remediation measures in accordance with Company’s recommendations within thirty (30) days of Company’s notification to Customer, and/or Customer continues to experience high complaint rates (as determined by Company in its sole discretion), then Company may lock Customer’s Account until the issue is resolved or until the end of the period specified by the contract.

    1. Right to Terminate. Company may, in its sole discretion, remove any Customer Content, suspend, or terminate (without refund) Customer’s use of the Services for any actual breach of this Anti-Spam Policy at any time. For clarity, removal, suspension, or termination pursuant to this clause will not terminate Customer’s obligation to pay fees owed to Company.

If you feel you have received SPAM from our customer, write to us at abuse@sizzledeck.com. If we find that our anti-SPAM policy has been violated, we may terminate violator’s account.

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