CAMBEO SUBSCRIPTION TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS
What these terms cover. These terms and conditions (“T&Cs”) apply to your Cambeo Subscription (defined below at clause 3.5) and the related access and use of the Cambeo website portal available at app.cambeo.co.uk (the “Cambeo Portal”), the Cambeo software application (the “Cambeo App”), and our website www.cambeo.co.uk (the “Cambeo Website”) (individually and collectively referred to in these terms and conditions as “Cambeo” as the context requires) we provide to you as part of your Cambeo Subscription.
Why you should read them. Please read these terms carefully. These terms tell you who we are, how we will administer your Cambeo Subscription and make Cambeo available to you and your authorised users, how you and we may change or end your Cambeo Subscription, what to do if there is a problem and other important information.
When we refer to “you” or “your” in these T&Cs, we mean the hospitality business who signs-up and subscribes in accordance with clause 3 below. If you are acting in a representative capacity, you confirm that you are duly authorised to act on behalf of the company, business, organisation or person you represent.
WHO WE ARE AND HOW TO CONTACT US
We are Deepdale Technology Ltd (referred to in these T&Cs as “us” / “we” / “our” / “Deepdale”). We are registered in England and Wales under company number 15171621 and have our registered office at 83 Ducie Street, Manchester, England, M1 2JQ.
You can contact us by writing to our customer service team at [email protected].
If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Cambeo Enquiry or such other replacement contact details as you may notify us from time to time.
When we use the words "writing" or "written" in these terms, this includes emails.
CAMBEO SIGN-UP AND ONBOARDING
You can sign-up / register your interest to subscribe to use Cambeo by completing the applicable “Register Your Interest Form” found within Cambeo and submitting it to us (“Cambeo Enquiry”).
Once we have received your Cambeo Enquiry, we may contact you using the contact details you provided for further information relating to your Cambeo Enquiry to help us assess your suitability for subscription to Cambeo. This may also include meeting you in person and visiting your venue(s).
You must appoint an individual at your organisation authorised to act on your behalf to be responsible for your Cambeo Subscription (“Key Contact”) and provide to us valid contact information (including an email address and phone number) for them.
You acknowledge that submission of a Cambeo Enquiry does not guarantee you will get a Cambeo subscription and/or access and use of Cambeo. We reserve the right to refuse to accept any application for Cambeo subscription for any reason. If we consider you suitable for Cambeo (in our sole discretion) we will email your Key Contact with a link to create a Cambeo account and to administer your Cambeo subscription (“Cambeo Confirmation Email”).
Once your Key Contact has created a Cambeo account by following the link provided in the Cambeo Confirmation Email and completing the necessary steps and prompts AND we have processed payment for your subscription fee (see clause 7 below for more details) your Cambeo subscription (“Cambeo Subscription”) shall begin.
Your Cambeo Subscription is subject to these T&Cs and you agree to comply with these T&Cs at all times during your Cambeo Subscription . This constitutes the entire agreement between you and us. No terms contained on your purchase order, order acceptance forms, invoices or other document which is issued by you but not signed by us shall apply to, supplement or supersede these T&Cs or any signed agreement in place between us.
You must ensure that all information you provide to us (including the details and information you provide to us during sign-up and onboarding) is correct (and inform us if any information changes) and co-operate with us in all matters relating to your Cambeo Subscription and use of Cambeo by you and your Authorised Users (defined below at clause 4.1.5).
VENUES AND AUTHORISED USERS
You and your Key Contact shall be responsible for:
your profile description and associated photos uploaded by you onto Cambeo;
setting pre-approved deals and offers in respect of a venue;
approving spontaneous deals and offers created by other Authorised Users in respect of a relevant venue;
setting up new venues which will require our approval each time; and
adding authorised users in respect of venues and setting their user permissions for them in accordance with the options provided for on Cambeo (the Key Contact and these other authorised users are collectively referred to in these T&Cs as “Authorised Users”). All Authorised Users associated with your Cambeo Subscription will need to have their own staff user account created by your Key Contact using Cambeo.
You acknowledge that you are solely responsible for the acts and omissions of your Authorised Users.
In relation to the Authorised Users, you undertake that:
Authorised Users use Cambeo in accordance with any user documentation and guides, and any applicable terms of use made available by us on Cambeo and these T&Cs, and you shall be responsible for any breaches by Authorised Users’ of them; and
each Authorised User shall keep their account access details (including password) for use of Cambeo confidential and not share such details with anyone else (including without limitation another employee or contractor of yours).
We have the right to disable any Authorised User’s account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these T&Cs or any other terms in place between you and us.
YOUR PROFILE AND OTHER CONTENT YOU PROVIDE TO US
For the purposes of these T&Cs, “Provided Content” means any information, photos and other content inputted by you or your Authorised Users into Cambeo, which shall include by way of example your business profile description and venue photos.
You grant us a worldwide, royalty fee, sublicensable, transferrable and irrevocable license to use your Provided Content for the purposes of providing Cambeo and any related services to you, and for exercising our rights and for complying with any applicable laws.
In relation to Provided Content, you hereby confirm and warrant (on an ongoing basis) that:
you have the right to allow Provided Content to be displayed on Cambeo, including any relevant third-party consent. In the case where the provision of the Provided Content relies on third party consent, we reserve the right to remove or restrict access to Provided Content at any time if the requisite third-party consent is withdrawn;
Provided Content complies with all applicable laws and regulations relating to it; and
Provided Content does not infringe the rights of any third party, including any intellectual property rights.
LOYALTY POINTS
CAMBEO MEMERSHIP DURATION, FEES AND PAYMENT
Your Cambeo Subscription shall run on a monthly basis unless otherwise terminated in accordance with clause 16.
Each month’s subscription fee is payable in advance of each month. If no payment is received, your Cambeo Subscription shall automatically expire at the end of the month to which payment was last received by us in advance of.
Unless otherwise notified to you by us in writing, your monthly Cambeo Subscription fee is set out in the Cambeo Confirmation Email. Where we have agreed with you to provide you with a trial period to use Cambeo no fee shall be payable for that trial period as notified to you by us in writing.
You shall pay your monthly Cambeo Subscription fee via our secure online payment gateway page as directed by us. The card details or bank account (as applicable) you provide will be charged automatically as and when your monthly Cambeo Subscription fee becomes payable in accordance with these T&Cs. You acknowledge that the secure online payment gateway is provided by our chosen third party service provider (“Third Party Payment Gateway Provider”) and we shall be entitled to change our Third Party Payment Gateway Provider at any time in our absolute discretion. Payment via our secure online payment gateway shall be subject to the applicable Third Party Payment Gateway Provider’s terms of service. Should you dispute any payments made using our secure online payment gateway you agree to first discuss the dispute with us directly and attempt to resolve it with us in good faith and shall not seek redress through a chargeback process or similar process.
You shall pay us all sums under theses T&Cs in full without any set-off, counterclaim or deduction.
We may increase your Cambeo Subscription fee from time to time. Where we do so we will provide you with not less than one months’ written notice in advance of any fee increase. Any such increase shall take effect on the date specified in the notice, provided that the notice period has been duly observed. Should you object to the fee increase you may cancel your Cambeo Subscription in accordance with clause 16 below prior to the fee increase taking effect. If you continue with your Cambeo Subscription after the fee increase takes effect you will be deemed to have agreed to the increased fees.
ACCEPTABLE USE
You are responsible for complying with all applicable laws in relation to your Cambeo Subscription and your use of Cambeo (including any third party services and content accessed by you via Cambeo) and these T&Cs, and for ensuring that Cambeo is sufficient for your requirements.
You agree not to misuse Cambeo. The following acceptable use standards set out in clause 8.3 apply to your use of Cambeo and any third party services and content accessible via Cambeo.
You may not use, and you shall procure that your Authorised Users shall not use, Cambeo or any third party services or content accessed through Cambeo in any way that:
is unlawful, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Cambeo or any operating system;
infringes our intellectual property rights or those of any third party;
transmits any material that is defamatory, offensive or otherwise objectionable;;
could damage, disable, overburden, impair or compromise our systems or security or interfere with other users and their accounts;
collects or harvests any information or data from Cambeo or our systems or attempt to decipher any transmissions to or from the servers running Cambeo; and
accesses or searches Cambeo by any means other than our publicly supported interfaces (for example, "scraping").
LINKS TO THIRD PARTY WEBSITES AND APPS
Where Cambeo contains links to third party websites, web services or mobile apps, these are provided solely as a convenience to you. If you use these links, you will leave our secure environment. We do not control, endorse or accept any responsibility for these third party sites or the information, software, services or materials found there, nor any results that may be obtained from using them.
Unless you have received our prior written permission, you must not establish a hyperlink, frame, metatag, or similar reference, electronically or otherwise, to Cambeo.
THIRD PARTY SERVICES
We may from time to time enable you to access and use third party services (such as Google Maps API), via Cambeo. These third party services will be governed by separate licence terms and terms of use set by the applicable third parties. You agree to comply with those third party terms and to indemnify us against any claims, loss, liability, costs and expenses incurred as a result of a breach by you of such license terms or terms of use.
Any third party services are the responsibility of the applicable third party licensor. We give no warranties and make no representations (be it express or implied) and will have no liability to you in relation to any third party services which are accessed via Cambeo.
INTELLECTUAL PROPERTY RIGHTS IN CAMBEO
All rights (including by not limited to intellectual property rights and moral rights), title and interest anywhere in the world in and to Cambeo and any modifications, customisations, configurations and derivative works of Cambeo (but excluding your Provided Content and any content and images of other third party users) are the exclusive property of ours and/or our licensors. Save for the limited licence granted to you below, all such rights in and to Cambeo are reserved by us and our licensors.
We grant you a limited, non-exclusive, revocable licence to access and use Cambeo in accordance with these T&Cs and the scope and functionality of the applicable Cambeo account provided to you. This licence will remain in effect until your Cambeo Subscription with us expires or is terminated or unless we suspend your account or your access to Cambeo as described in these T&Cs. This licence does not grant you any ownership rights or any other right or licence of any kind including, without limitation, any right to obtain any source code, data or other technical materials in relation to Cambeo.
You agree that you will not (and will not allow others to):
permit any third party (other than your Authorised Users) to access or use Cambeo;
modify, adapt, alter, copy, make derivative works, translate, reverse engineer, decompile, disassemble or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of Cambeo or attempt to do any of these things;
conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Cambeo or any services accessed via, or in relation to, Cambeo for any purpose, including the development, training, fine-tuning or validation of AI systems or models;
interfere with other users' accounts, or content; or
seek to access, actually access or provide a third-party access to any of our technologies or services for any reason other than genuinely using our services as a customer.
We warrant and represent that to the best of our knowledge Cambeo (excluding your Provided Content and any third party content. images and services), as provided by us and used in accordance with these Terms of Use, does not infringe the intellectual property rights of any third party.
We do not provide any warranties in relation to your Provided Content or any third party content, images and services available via Cambeo. If you require any warranties, you should obtain them directly from the applicable third party.
DATA PROTECTION
In this clause 12 “Data Protection Laws” means: (a) to the extent the UK GDPR (as defined in the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.
Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws.
Without prejudice to clause 12.2, we both agree that Deepdale shall be a controller with respect to the processing of any personal data of you or your staff or representatives which is processed by us for the purposes of managing, administering and improving Cambeo (this includes personal details associated with log-in details or which you provide when contacting us for support using the contact us form in Cambeo) or marketing products or services or in order to comply with our own obligations under applicable law.
Without prejudice to clause 12.2, you shall ensure that you have all necessary rights, consents and lawful bases in place to enable the lawful transfer of personal data to us for the duration and purposes of these terms and our agreement with you.
Where we process any personal data as a controller we will do so in accordance with our Privacy Policy www.cambeo.co.uk/privacy.
You agree that you will not input any personal data into any free text data fields when using Cambeo, for example such as those that relate to offers and/or your business profile and venue descriptions.
Notwithstanding anything to the contrary in these T&Cs or any other agreement between us, you acknowledge that we may create and use aggregate and anonymised data (which shall not include personal data or your confidential information) derived from your use of Cambeo for the purpose of improving and enhancing Cambeo and the Services and any such other purposes as we see fit and we will own all applicable rights in relation to such aggregated or anonymised data. You further acknowledge that such aggregated and anonymised data does not comprise your confidential information.
DISCLAIMER AND LIMITATIONS OF CAMBEO
Save as expressly set out in these T&Cs, Cambeo is provided “as is” and “as available” without any warranties and we do not (to the extent permitted by law), either expressly or impliedly, make any warranties, claims or representations with respect to use of Cambeo by you or your Authorised Users including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose. Cambeo has not been developed to meet your individual requirements.
You are responsible for making all arrangements necessary for you to have access to Cambeo and the Services including without limitation ensuring that the device through which you are accessing Cambeo has suitable internet connection, memory capacity and operating system.
We do not guarantee that Cambeo, or any of the functionality on it or accessible via it, will always be available, uninterrupted, accurate, complete or error-free. We may suspend or restrict the availability of all or any part of Cambeo for maintenance or for other business and operational reasons. We will try to give you reasonable notice of any suspension or restriction and to minimise the duration of any suspension or restriction.
You acknowledge that use of Cambeo does not guarantee any minimum turnover or volume of business for you and/or any applicable venue(s).
LIABILITY
Nothing in these T&Cs limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
Our total liability to you arising under or in connection with your Cambeo Subscription and use of Cambeo, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of: (i) the total Cambeo Subscription fees you paid us in accordance with clause 7 during the 6 month period immediate preceding when liability arose; and (ii) £300.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to you that is caused by any act or event beyond our reasonable control.
Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
INDEMNITY
We will not have any liability to any third party in relation to your use of Cambeo. You shall indemnify us and its directors, officers and employees against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred as a result of:
any claim by a third party arising out of or in connection with your use of Cambeo or any content or services accessed via Cambeo, including but not limited to claims by end users relating to issues they have encountered trying to redeem offers made available by you to them via Cambeo; and
any claim that your Provided Content infringes the rights (including without limitation intellectual property rights) of any third party.
You will not be liable under the indemnity in this clause 15 to the extent that any losses result from our negligence or wilful misconduct.
TERMINATION OF YOUR SUSCRIPTION
Without limiting a party’s rights or remedies available to it, either party may terminate your Cambeo Subscription at anytime by given written notice to the other party. Your Cambeo Subscription will automatically terminate in such circumstances at the end of the month in which notice was provided. You shall not be entitled to any refund of money.
Without limiting any of our other rights or remedies available to us, we may terminate your Cambeo Subscription at any time with immediate effect by providing you with written notice if:
you do not make any payment to us when it is due; or
you breach any term set out in these T&Cs.
Where we terminate your Cambeo Subscription for the reasons set out in clause 16.2 you shall not be entitled to any refund of money paid.
Without limiting any of our other rights or remedies available to us, we may terminate your Cambeo Subscription at any time with immediate effect by providing you with written notice where you are in a trial period.
Unless otherwise agreed with you, on termination of your Cambeo Subscription for any reason, you and your Authorised Users right to access and use Cambeo will automatically terminate and you and your Authorised Users must immediately cease all use of Cambeo. You acknowledge and agree that we shall have the right to delete your business profile immediately on termination of your Cambeo Subscription but that we may also retain some or all of Provided Content as required by applicable laws or as permitted under these T&Cs.
Termination will not affect a party’s rights and remedies that have accrued as at termination and any provision of these T&Cs that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
FORCE MAJEURE
CHANGES TO YOUR CAMBEO SUBSCRIPTION AND/OR TO CAMBEO
We may make changes to your Cambeo Subscription and/or to Cambeo from time to time including by adding or removing solutions, modules and/or functionality. We will endeavour to give you reasonable notice of any major changes and to publish suitable release notes via Cambeo.
From time to time we may automatically update Cambeo to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update Cambeo for these reasons.
If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using Cambeo and accordingly enjoy the full benefits of your Cambeo Subscription.
CHANGES TO THESE TERMS AND CONDITIONS
We may need to change these T&Cs to reflect changes in law or best practice or to deal with additional features which we introduce. We will post the most current version of these terms and conditions on the Cambeo Website.
If we make material changes to these T&Cs we will notify you by sending you an email with details of the change.
If you do not accept the changes, you must terminate your Cambeo Subscription and stop using Cambeo. Your continued use of your Cambeo Subscription and Cambeo after we publish or send a notice about our changes to these T&Cs means that you are consenting to the updated terms.
OTHER TERMS
No waiver for delay. Even if we delay in enforcing this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Entire Agreement. These T&Cs constitute 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.
Severance If any provision of these terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Assignment. We may assign or transfer our rights and obligations under our contract with you to another entity. You may only assign or transfer your rights or your obligations under the contract to another person if we agree in writing.
Third party rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Governing Law and Jurisdiction. These T&Cs and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with these terms.