Subscription Agreement
Subscription Agreement
This subscription agreement (“Agreement”) is a legal agreement between you, the customer (“Customer”, “You” or “Your”) and Roam Local Limited of Pear Tree House Bolam, Darlington, United Kingdom, DL2 2UP, company registered number 09948760 (“Supplier”, “Us”, “Roam” or “We”), for the provision of the Services and Documentation for the Roam mobile application software.
Important Notice:
By subscribing to this service (by ticking the “I agree to the terms & conditions” box and clicking “proceed”), you accept the terms of this Agreement, which will bind you. If you do not agree to these terms, we will not provide you with the Services or Documentation.
1. Interpretation
1.1 Definitions:
- Authorised Venues: Venues with Venue Subscriptions to use the Services and Documentation.
- App: The Roam app developed by Roam Local Limited.
- Business Day: Any day other than a Saturday, Sunday, or public holiday in England.
- Confidential Information: Proprietary or confidential information, as defined in clause 11.
- Data: Data provided by you, your Authorised Venues, or by us on your behalf for use of the Services.
- Documentation: The documents made available online via www.roam-everywhere.com/for-venues/pricing/ or other notified web addresses, describing the Services and Venue instructions.
- End User: The ultimate user of the App.
- Effective Date: The date of this Agreement.
- Freemium Subscription: A no-fee subscription including up to four (4) push notifications per month and the ability to activate/claim a business listing.
- Standard Subscription: A paid subscription at £25.00 + VAT per month, including all Freemium features and additional services as described in the Documentation.
- Normal Business Hours: 9.00 am to 5.00 pm UK time, each Business Day.
- Push Notifications: Notifications sent by you to End Users through the App.
- Renewal Period: The period described in clause 14.
- Services: The subscription services provided by us under this Agreement via the App or other notified websites, as described in the Documentation.
- Subscription Fees: The fees payable by you for the Standard Subscription and any additional services.
- Subscription Term: The period from the Effective Date, including any Renewal Periods.
- Venue: Each authorised business using the App.
- Venue Subscription: A subscription that entitles an Authorised Venue to access and use the Services and Documentation.
- Virus: Any device or software that may adversely affect computer operations, data, or experience.
1.2 Other interpretation rules apply as per standard contract conventions (e.g. singular/plural, gender, statutory references, clause numbering).
2. Venue Subscriptions
2.1 Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable right to permit Authorised Venues to use the Services and Documentation during the Subscription Term.
2.2 You undertake that:
(a) The number of Authorised Venues shall not exceed the number of Venue Subscriptions you have purchased.
(b) Each Venue Subscription is for a single Authorised Venue and may only be reassigned in its entirety.
2.3 You shall not access, store, distribute or transmit any Viruses or unlawful material while using the Services. We reserve the right to disable access to any material breaching this clause.
2.4 You shall not:
(a) Copy, modify, duplicate, create derivative works from, reverse engineer, or distribute any part of the App or Documentation except as expressly permitted;
(b) Use the Services/Documentation to build a competing product;
(c) Use the Services/Documentation to provide services to third parties;
(d) Make the Services/Documentation available to third parties except Authorised Venues;
(e) Assist third parties in obtaining unauthorised access.
2.5 You must prevent unauthorised access and notify us promptly if any occurs.
2.6 Rights are granted to you only and not to any subsidiary or holding company.
3. Subscription Options and Additional Venue Subscriptions
3.1 Subscription Options:
You may choose from:
(a) Freemium Subscription:
- No monthly fee.
- Includes up to four (4) push notifications per calendar month.
- Includes the ability to activate and/or claim your business listing in the App.
- Additional push notifications may be purchased at rates set out on our website.
(b) Standard Subscription:
- £25.00 + VAT per calendar month.
- Includes Multi-Venue features.
- Additional push notifications may be purchased at rates set out on our website
- May include additional features as described in the Documentation.
3.2 You may purchase additional Venue Subscriptions at www.MyRoamApp.com. Fees for additional Venue Subscriptions will be added to your monthly Subscription Fee and paid in advance at the start of each Renewal Period.
4. Services
4.1 We will provide the Services and make the Documentation available during the Subscription Term.
4.2 We will use commercially reasonable efforts to make the Services available 24/7, except for planned maintenance.
4.3 Standard customer support is provided during Normal Business Hours at no extra cost.
5. Data
5.1 You own all rights in your Data and are responsible for its legality, reliability, integrity, accuracy, and quality.
5.2 If Data is lost or damaged, our sole responsibility is to use reasonable efforts to restore it from the latest backup. We are not responsible for loss caused by third parties (except our subcontractors).
5.3 We will comply with our privacy policy (available at www.MyRoamApp.com or as notified).
5.4 For personal data processing, you are the data controller and we are the data processor.
(a) Personal data may be transferred/stored outside the EEA as needed for the Services.
(b) You must ensure you have all necessary rights and consents for such transfers.
(c) Both parties will take appropriate technical/organisational measures to protect personal data.
6. Push Notifications
6.1 Freemium Subscription:
You may send up to four (4) push notifications per calendar month at no additional cost. Additional notifications may be purchased at the rates set out on our website.
6.2 Standard Subscription:
You may send push notifications as set out in the Documentation or as otherwise notified by us.
6.3 You are responsible for the content, legality, accuracy, and integrity of any Push Notification you send.
7. Our Obligations
7.1 We will perform the Services with reasonable skill and care, substantially in accordance with the Documentation.
7.2 We do not warrant uninterrupted or error-free service, nor that the Services/Documentation will meet your requirements. We are not responsible for issues arising from internet or network failures.
7.3 We may enter into similar agreements with other parties and develop similar services independently.
8. Your Obligations
You shall:
(a) Provide all necessary cooperation and information;
(b) Comply with all applicable laws and regulations;
(c) Fulfil your responsibilities under this Agreement efficiently;
(d) Ensure Authorised Venues comply with this Agreement;
(e) Obtain and maintain all necessary licences/permissions;
(f) Ensure your network and systems comply with our specifications;
(g) Be responsible for your own network connections and any associated issues.
9. Charges and Payment
9.1 Subscription Fees:
- Freemium Subscription: No monthly fee; includes up to four (4) push notifications per calendar month. Additional notifications may be purchased.
- Standard Subscription: £25.00 + VAT per calendar month; includes all Freemium features and any additional features as set out in the Documentation.
9.2 You must provide valid payment details. For paid subscriptions, you authorise us to bill your chosen payment method monthly in advance.
9.3 If payment is not received by the due date:
(a) We may suspend your access to the Services;
(b) Interest will accrue at 3% above Barclays Bank Plc base rate until payment is made.
9.4 All fees:
(a) Are payable in pounds sterling;
(b) Are non-cancellable and non-refundable (except as required by law);
(c) Are exclusive of VAT.
10. Proprietary Rights
10.1 We and our licensors retain all intellectual property rights in the Services and Documentation.
10.2 We confirm we have the rights to grant you the licences set out in this Agreement.
11. Confidentiality
11.1 Each party may access the other's Confidential Information for the purposes of this Agreement only.
11.2 Confidential Information does not include information that is public, already lawfully known, lawfully disclosed by a third party, independently developed, or required to be disclosed by law.
11.3 Each party must keep the other's Confidential Information confidential and secure.
11.4 Neither party is responsible for loss or disclosure of Confidential Information caused by third parties.
11.5 Details of the Services and performance results are our Confidential Information.
11.6 Your Data is your Confidential Information.
11.7 Confidentiality obligations survive termination.
11.8 Public announcements require prior written consent, except as required by law.
12. Indemnity
You shall indemnify and hold us harmless against any claims, losses, damages, expenses or costs arising from your use of the Services and/or Documentation.
13. Limitation of Liability
13.1 Our total liability to you for any claim is limited to the total Subscription Fees paid in the previous 12 months.
13.2 We are not liable for indirect or consequential losses, loss of profit, business, goodwill, or data.
13.3 Nothing excludes liability for death, personal injury, or fraud.
14. Term and Termination
14.1 This Agreement starts on the Effective Date and continues for 12 months (“Initial Subscription Term”). It automatically renews for successive 12-month periods (“Renewal Periods”) unless either party gives at least 1 month’s written notice before the end of the current term.
14.2 Either party may terminate immediately by written notice if the other:
(a) Fails to pay amounts due and remains in default for 30 days;
(b) Commits a material breach and fails to remedy within 30 days;
(c) Becomes insolvent or subject to insolvency proceedings.
14.3 On termination:
(a) All licences end immediately;
(b) We may delete your Data unless you request its return within 10 days and pay any outstanding fees;
(c) Accrued rights and obligations are unaffected.
15. Force Majeure
We are not liable for failure or delay caused by circumstances beyond our reasonable control.
16. Variation
No variation of this Agreement is effective unless in writing and signed by both parties.
17. Waiver
No delay or failure to exercise any right is a waiver of that or any other right.
18. Rights and Remedies
Rights and remedies under this Agreement are additional to those provided by law.
19. Severance
If any provision is found invalid, the rest remain in force. Invalid provisions shall be modified to reflect the parties’ intentions.
20. Entire Agreement
This Agreement is the entire agreement between the parties and supersedes all previous agreements.
21. Assignment
You may not assign this Agreement without our written consent. We may assign at any time.
22. No Partnership or Agency
Nothing in this Agreement creates a partnership or agency relationship.
23. Third Party Rights
No one other than the parties and their permitted assigns has any rights under this Agreement.
24. Notices
Notices must be sent by email to venues@roam-everywhere.com and are deemed received at the time of transmission.
25. Governing Law
This Agreement is governed by the law of England and Wales.
26. Jurisdiction
The courts of England and Wales have exclusive jurisdiction over any disputes.
27. The Standard Subscription
By choosing the Standard Subscription, you agree to a monthly fee of £25.00 + VAT, fixed for the first 12 months. We will notify you in advance of any pricing changes after this period.
28. Marketing Communications
By ticking the T&Cs box, you agree to receive onboarding, training, and marketing communications from us, including newsletters and updates. You may unsubscribe at any time.
End of Agreement