Terms and conditions

IGNITE is an authorised reseller of ourbrand.online trading under Ignite V1 Ltd. UK registered company number 07984989. Any agreement entered into in connection with ourbrand.online’s software-as-a-service offering is governed by Ignite V1 Ltd.

Our Terms and Conditions, Service Level Agreement, one or more Service Order(s) & Business Terms, the Data Processing Agreement, and any Addendums, constitutes an agreement (the “Agreement”) between the Client and Ignite V1 Ltd.


1. DEFINITIONS

Unless the context or circumstances clearly suggest otherwise, the following capitalised terms shall have the meanings stated below:

“Authorised User” means an individual who is authorised by The Client to use the Services on The Client’s behalf.

“Client Data” means all information used, processed, or stored by The Client or on The Client’s behalf, or provided to ourbrand.online for such processing or storage, as well as any information derived from such information, during the The Client’s use of the Services.

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the information’s nature. Confidential information includes, without limitations, any know-how, information, ideas, or materials of a technical or creative nature, designs and specifications, computer source and object code, and other materials and concepts relating to either Party’s products, services, processes, technology or other intellectual property rights. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

”Deliverables” means any deliverables provided to The Client, including but not limited to templates, template content, implementation and deployment scripts, and other similar documentation.

“Service Order” means an order form for ourbrand.online services entered into by ourbrand.online and The Client.

“Services” means the ourbrand.online software-as-a-service offerings described in the Service Order (see separate tab)

“Subscription Period” means the period described in the Business Terms.

2. ACCESS AND USE

ourbrand.online grants The Client a non-exclusive, non-transferable right to use and access the Services during the Subscription Period. Each Service Order shall specify the Services, Subscription Period, fees, and any other relevant details.

3. OURBRAND.ONLINE OBLIGATIONS

3.1. ourbrand.online shall provide the Services with due skill and care in accordance with the highest professional standards.

ourbrand.online shall use industry standard antivirus software and devices to prevent any viruses, worms, or other malicious computer code that has the effect of disabling or interrupting the operating of a computer system or destroying, erasing, or otherwise harming any data, software, or hardware.

3.2. ourbrand.online represents and warrants that it complies, and shall continue to comply with, all applicable laws, regulations, and ordinances.

3.3. ourbrand.online shall maintain adequate insurance coverage against such losses and risks and in such amounts as ourbrand.online believes to be prudent and customary within the businesses in which ourbrand.online is engaged.

4. THE CLIENT’S OBLIGATIONS

4.1. The Client shall provide its users of the Services with workstations that comply with ourbrand.online’s technical requirements,and if applicable, access to systems on or through which the Services are accessed or used, as is necessary for ourbrand.online to perform the Services.

4.2. The Client shall ensure its compliance with all applicable laws, rules, and regulations applicable to the Services.

4.3. The Client shall access the Services only to the extent authorised by ourbrand.online, and it shall ensure only Authorised Users access the Services.

4.4. ourbrand.online shall not be responsible or liable for the portion of any delay or failure of performance caused in whole or in part by The Client’s delay in performing, or failure to perform, any of The Client’s obligations under this Agreement.

5. INVOICING AND PAYMENT

Unless otherwise agreed in the Service Order, Subscriptions will be paid monthly via The Stripe online payment facility and subscribed to for a one year period. There is a 30 day free trial period for Sparks and Flame products.

For the Boom package, ourbrand.online shall invoice The Client in advance for each 12-month payment term during the Subscription Period. The Client shall pay all Undisputed Invoices within 30 days of the date of invoice, unless otherwise agreed in the Service Order. An Undisputed Invoice means an invoice that has been received by the named contact and address given in writing to ourbrand.online, and which The Client has not in good faith raised concerns about the invoice details within 30 days of the invoice being issued and payment becoming due.

Any payments made by The Client shall, once they are paid, not be refundable.

6. OWNERSHIP OF DATA

6.1. The Client shall retain, and have all ownership, rights, title, and interest in and to, all The Client Data. No right, title, or interest in or to The Client Data whatsoever shall be transferred to ourbrand.online by virtue of the Services, the Service Order or otherwise. The Client is solely responsible for the content, quality and accuracy of The Client Data as made available by The Client; and for ensuring that such The Client Data complies with applicable laws and regulations including, but not limited to, the EU General Data Protection Regulation (2016/679).

6.2. ourbrand.online shall retain and have all ownership, rights, title, and interest, including all intellectual property rights, in and to the Services and all software, improvements, enhancements and modifications thereto, including but not
limited to, all models, methodologies, tools, procedures, documentation, know-how and processes that ourbrand.online will use in delivering the Services and producing the Deliverables.

6.3. ourbrand.online may (i) compile statistical and other information related to the performance, operation and use of the applicable Services, and (ii) use data from the applicable Services environment in aggregated form for security and operations anagement, to create statistical analyses, and to improve and enhance our Services.

7. INDEMNIFICATION

7.1. ourbrand.online shall defend and indemnify The Client against all directly related losses, liabilities, damages, costs, and expenses (“Losses”) incurred by The Client resulting from any action or claim from a third-party claiming that such third party’s intellectual property rights have been violated, misappropriated, or infringed by The Client’s use of the Services in accordance with this Agreement.

7.2. The Client shall defend and indemnify ourbrand.online against all Losses incurred by ourbrand.online resulting from any action or claim from a third-party, claiming that such third party’s intellectual property rights have been violated, misappropriated or infringed by the The Client Data and/or ourbrand.online’s use of the The Client Data in accordance with the terms of this Agreement.

7.3. The Client shall defend and indemnify ourbrand.online against all Losses arising out of The Client’s breach of its obligations, representations, warranties, or covenants under this Agreement, including The Client’s use of any program or any third party materials, or applications, including from any virus, work, trojan horse, easter egg, time bomb, spyware, or other similar computer code, file, or program that may be transmitted in connection therewith; and, any event, whether accidental, negligent or intentional, involving an actual compromise of the security, confidentiality, or integrity of The Client Data, including but not limited to, any unauthorised access or use by a known
or unknown third party.

7.4. The above obligations for ourbrand.online to defend and indemnify will not apply in the event that a claim arises from or relates to: (i) use of the Services not in accordance with the Agreement; (ii) The Client’s use of the Services in violation of applicable laws; (iii) any modification, alteration or conversion of the Services not created or approved in writing by ourbrand.online; or (iv) The Client’s gross negligence or willful misconduct.

7.5. ourbrand.online’s obligations according to this Section 7 are subject to the The Client informing ourbrand.online of the alleged infringement or misappropriation as soon as reasonably practicable after becoming aware of the same and that The Client takes no prejudicial action, including admitting liability or proposing settlement. The Client agrees that ourbrand.online shall have sole discretion and authority to negotiate, settle, litigate, or otherwise dispose of the alleged infringement or misappropriation.

7.6. If any part of the Services becomes subject to a claim of infringement for which ourbrand.online must indemnify The Client as described above, ourbrand.online may at its option and expense attempt to remedy the infringement by: (i) procuring for The Client the right to continue to access and use the Services, (ii) replace or modify the Services so that it becomes non-infringing; or (iii) terminate the affected Service Order and provide The Client with a pro-rata refund of any unused pre-paid fees paid for the period following termination.

7.7. This section 7 states the sole liability of ourbrand.online and the exclusive remedy of The Client with respect to any indemnification claims arising out of or related to this Agreement.

8. LIMITATION OF LIABILITY

8.1. Except for liability as set forth in Sections 6, 7.1, 7.2 and 7.3, in no event will either Party’s maximum aggregate liability arising out of or related to the Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable
to The Client under the Agreement during the twelve (12) month period preceding the date of initial claim.

8.2. Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with the Agreement.

9. CONFIDENTIALITY

9.1. The Receiving Party will use the same degree of care to protect confidentiality of Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care). The Receiving Party may disclose Confidential Information of Disclosing Party (i) professional advisors where necessary and (ii) to the extent compelled by law, provided Receiving Party gives Disclosing Party prior notice of compelled disclosure, to the extent legally permitted.

9.2. The Parties agree that the Disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of the Agreement, and that the Disclosing Party shall be entitled to injunctive relief against a threatened breach or continuation of any such breach and, in the event
of such breach, an award of actual and exemplary damages to the extent legally possible from the relevant jurisdiction.

10. DATA SECURITY

10.1. ourbrand.online shall (i) develop, implement, maintain, monitor and, where necessary, update a comprehensive, written information security program that contains appropriate administrative, technical and physical safeguards to protect the confidentiality, availability and integrity of The Client Data and that meets or exceeds the requirements of prevailing industry standards or an applicable third party security assurance standard such as ISO 27001, SOC 2 or ISAE 3402 and the terms of the Data Processing Agreement posted as of the Effective Date are hereby incorporated by reference; and (ii) access and use the The Client Data solely to perform its obligations in accordance with the terms of the Agreement, and as otherwise expressly permitted in this Agreement.

10.2. Upon The Client’s written request to jules@igniteourbrand.com. The Client will have the right, at its sole expense, during normal business hours and with reasonable advance notice (not less than 30 days, or 5 days in the event of the occurrence of any Information Security or Data Breach Incidents) to perform an assessment, audit, examination, or review of all controls in ourbrand.online’s physical and/or technical environment in relation to any The Client Data being handled pursuant to the Agreement.

11. TERMINATION

Either Party may terminate the Agreement and any related Service Order upon written notice with immediate effect in the event that (i) the other Party materially breaches its obligations under this Agreement, and such breach is incapable of remedy; (ii) if the breach is capable of remedy, and the Party does not remedy the breach within thirty (30) days of notice from the other Party of such breach; or (iii) becomes bankrupt, ceases payments, applies for company reconstruction, goes into liquidation or otherwise may be considered to be insolvent. Termination must be made in writing in order to be valid.

12. GENERAL PROVISIONS

12.1. The Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter and supersedes all prior understandings or agreements, both written and oral. In the event of any inconsistency between the Service Order and Business Terms and these General Terms and Conditions, the following order of
precedence governs: (i) first, the Service Order and Business Terms; (ii) second, these General Terms and Conditions; and (iii) third, any other Schedules or Addenda that have been incorporated in the Agreement.

12.2. Neither Party may assign any of its rights or obligations under the Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under the Agreement to a successor in interest in the event of a merger or
acquisition or to an affiliate, upon written notice to the other Party.

12.3. In no event shall either Party be liable to the other Party for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood,
fire, earthquake, explosion, war, terrorism, invasion, epidemic, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.4. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorised representative of each Party.

12.5. ourbrand.online will be governed by the laws of England and each Party irrevocably submits to the exclusive jurisdiction of such courts in the event of any suit, action, or proceeding.

For further detail on our policies relevant to these Terms and Conditions for utilising ourbrand.online’s software, please request our:
- Service Level Agreement
- Service Order and Business Terms
- Data Processing Agreement
- Addendums