Peach Go

1.Definitions

In these Terms and Conditions, the following terms have the following meanings:   

Acceptable Use Policy: the online terms governing access to the use of Our website and the transmission, storage and processing of any content using the services which We provide, which are available at peach.me/legal (as they may be updated from time to time).

Applicable Law: all relevant laws, regulations or directives, regulatory policies, guidelines or industry codes which apply to Our provision or Your use of the Services.

Content: the materials uploaded, created, stored, shared or otherwise used by You in receipt of the Services.  

Data Protection Legislation: any law applicable from time to time relating to the processing of personal data and/or privacy, as in force at the date of the Contract or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation, the Data Protection Act 2018, the GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case including any legally binding regulations, directions and orders issued from time to time under or in connection with any such law.

EU GDPR: the EU General Data Protection Regulation 2016/679.

Force Majeure Event: an event, or a series of related events, that is outside the reasonable control of the party affected (including hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics and pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

GDPR: as relevant, the EU GDPR or the UK GDPR.

Intellectual Property Rights: patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Party: You and Us.

Services: the provision (under the "Peach Go" name or any successor brand) of a facility [for the transfer and management of advertising assets and other materials or such other facilities as described on Our website].

UK GDPR: as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419.

We, Us, Our or Peach: IMD Media Ltd (trading as "Peach") company number 03238065 a company registered in England and Wales with its registered office at 24-28 Bloomsbury Way, London, England, WC1A 2SN.

website: go.peach.me or such other website that we use from time to time to provide the Services.

You or Your: the person (who may be an individual, a company, a public authority or any other entity) to whom We are providing the Services, either as the person uploading Content or as the person accessing that Content.

2.0 Supply of Services

2.1 These terms and conditions of service ( “Terms and Conditions”) govern the provision of the Services by Us to You (“Contract”). The Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.The Services may be provided to You online, in the form of a mobile and/or desktop application(s) and/or may be integrated in a third party service. These terms do not apply to the content delivery and related services which We provide, which are governed by separate terms and conditions (available at peach.me/legal).

2.2 Please read these Terms and Conditions carefully before using the Services. By using Our Services You are deemed to have accepted these Terms and Conditions (as may be updated from time to time) in full and you are entering into the Contract. 

2.3 We may revise or amend these Terms and Conditions at any time without notice. By continuing to use Our Services after any such revision or amendment, You agree to be bound by the updated Terms and Conditions and the Contract is deemed updated accordingly.

2.4 We may update, terminate or modify the Services from time to time. Any such updates or modifications may alter any features or functionality of the Services.

2.5 The Services may provide integration with third party services. You acknowledge and agree that Your use of those services is at Your own risk and subject to any applicable terms and conditions between You and the providers of such services. 

3.0 Services

3.1 Your continued right to access and use the Services is conditional on your payment of the agreed charges.

3.2 The Services allow You to share content with third parties and You are solely responsible for sharing with the correct recipients. To share Content which You have uploaded, You need to either provide Us with the email addresses of recipient(s) (“email transfer”) or choose to distribute a download link Yourself (“link transfer”). 

3.3 You acknowledge and agree that, if you use Our Services to share Content, any third party who subsequently accesses that Content will (and Peach will not) be responsible for its use of that Content, including sharing the Content with third parties. Peach will have no liability in respect of any storage, sharing, exploitation or other use of any Content by any such third party.

3.4 You may be able to password protect Content. You are solely responsible for the confidentiality and/or the distribution of passwords.

3.5 The Services allow You to share Content up to a prescribed capacity or within defined tiers. Depending on the transfer type (i.e. email transfer or link transfer), uploaded Content may be stored on Our servers for a limited period of time following which the download functionality expires and we will permanently delete the uploaded files. 

3.6 We may disclose any information received in the provision of the Services or any Content to the extent required to be disclosed by any law or regulation (including the requirements of any recognised stock exchange) or by any judicial or governmental order or request.

4.0 Your Obligations

4.1 You are solely responsible for the Content You upload and share, including any changes which are made to that Content by any person with whom it is shared or by whom it is accessed using the Services.

4.2 You warrant to Us that no Content shall contain any virus, software, code or data that will or may cause corruption or any other form of damage to any element of the Services and that Your use of the Services and all Content will comply with Applicable Law.

4.3 You shall at all times comply with the Acceptable Use Policy. You acknowledge and agree that we may take any actions we consider necessary if You do not comply with the Acceptable Use Policy.

4.4 Without prejudice to the Acceptable Use Policy, You must not use the Services in any way that causes, or may cause, damage to the Services or the provision of the Services or impairment of the availability or accessibility of the Services.

4.5 You must not use the Services (including, in respect of the creation, use, storage and sharing of any Content):

4.5.1 in any way that is unlawful, illegal, fraudulent or harmful; or

4.5.2 in any way that will or may damage Our business, reputation, image and / or goodwill; or

4.5.3 in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.6 You shall not:

4.6.1 attempt to de-compile, reverse engineer, disassemble, or otherwise reduce to human-readable form all or any part of the Services; 

4.6.2 attempt to obtain access to the Services other than as provided in the Contract;

4.6.3 introduce, or permit the introduction of, any virus or vulnerability into the Services; or

4.6.4 abuse, intimidate, threaten or harass any other users of the Services. 

5.0 Ownership of Content and Intellectual Property

5.1 Nothing in the Contract shall operate to assign or transfer any Intellectual Property Rights from Us to You, or from You to Us. We do not claim any ownership of (and accept no responsibility for) any Content which You create, use, store or share through the Services. We will retain ownership of all Intellectual Property Rights in or relating to the Services and You are only entitled to use such Intellectual Property Rights as are necessary for Your use of the Services in accordance with the Contract.

5.2 You warrant that You either own, or have the right to use, the Content and all Intellectual Property Rights associated with such Content. Should You not (or no longer) own the Content or have such a right to use the Content and/or the associated Intellectual Property Rights, You will remove the Content immediately and notify Us. If You fail to do either of these things, You acknowledge and agree that We shall be permitted to withdraw access to the Content. We shall have no liability to You for any losses arising whatsoever in connection with such withdrawal of access to the Content.

5.3 You warrant to Us that the receipt, storage and distribution of Content by Us in connection with the Services will not:

5.3.1 breach the provisions of any Applicable Law;

5.3.2 infringe the Intellectual Property Rights or other legal rights of any person; or

5.3.3 give rise to any cause of action against Us,

in each case in any jurisdiction.

5.4 You grant to Us a non-exclusive, royalty-free licence to receive, store, process and/or make available (in accordance with your instructions) the Content for the purposes of providing the Services, improving the Services and for analytics purposes.

5.5 You shall keep Us indemnified in full against any and all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Us as a result of or in connection with any claim brought against Us alleging that our receipt, distribution or the subsequent use by a third party of any Content:

5.5.1 infringes a third party's Intellectual Property Rights;

5.5.2 is libellous or defamatory; or

5.5.3 is contrary to Data Protection Legislation or any other Applicable Law.

This clause 5.5 shall survive the termination of the Services and/or the end of Your use of the Services.

6.0 Warranties and Warranty Limitations

6.1 Each party warrants to the other that:

6.1.1 it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions; and

6.1.2 it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under the Contract.

6.2 We will provide the Services on an as-is basis. Without prejudice to the foregoing, to the maximum extent permitted by Applicable Law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

6.3 You acknowledge and agree that the Services may not be available on an uninterrupted, secure or error-free basis. We give no warranty or representation that the Services will be wholly free from defects, errors and bugs. Your use of the Services is at Your own risk.

7.0 Charges

7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause.

7.2 The Charges are the prices quoted on our website at the time you submit your order. 

7.3 If you wish to change the tier for use of the Services, and we agree to such change, we will modify your access to the Services and the Charges accordingly.

7.4 Our Charges may change from time to time, but changes will not affect any use you have made of the Services up to that point. 

7.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7.6 It is always possible that, despite our reasonable efforts, some of the Services or the relevant tiers for the Services on our website may be incorrectly priced. Where the correct price for the Services is less than the price stated on our website, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. 

7.7 Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.

7.8 You can pay for the Services using a debit card or credit card. You can also payment for the Services by direct debit in which case your designated bank account will be charged automatically each month.

7.9 We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.

7.10 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 8.0 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.11 You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.0 Termination

8.1 Without limiting any of Our other rights, We may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.

8.2 Without limiting a party’s other rights, either party may terminate the Contract (or We may suspend the performance of the Services) with immediate effect by giving written notice to the other party if the other party: 

8.2.1 commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of being notified in writing to do so;

8.2.2 takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.2.3 suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

Its financial position deteriorates to such an extent that in the first party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Termination of the Contract will not affect Your or Our rights and remedies that have accrued as at termination. Any provision of the Contract 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.

9.0 Liability

9.1 Nothing in the Contract shall limit or exclude either Your or Our liability for:

9.1.1 death or personal injury caused by negligence; 

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 any other liability which cannot be limited or excluded by Applicable Law. 

9.2 Subject to clause 7.1, in no circumstances shall we be liable to You (whether such liability arises in contract, tort (including negligence) or otherwise) for:

9.2.1 any unavailability or removal of Content or of Your account;

9.2.2 any loss of profits, loss of revenue, loss or corruption of any data (including any Content), database or software, loss of business opportunity, or any loss of use or production;

9.2.3 any indirect, special or consequential loss or damage arising under or in connection with the Contract;

9.2.4 acts or omissions of any third party service providers which may be integrated with the Services;

9.2.5 loss arising out of or in relation to the Content created, contributed to, amended, used, stored or shared by You using the Services;

9.2.6 any failure of the Services to store, transfer, save or delete any Content or any failure to provide access to that Content for a third party; and 

9.2.7 damage to Your property (including IT systems or hardware) as a result of the use of the Services.

9.3 Subject to clause 9.1, Our aggregate liability for any and all claims arising out of or in connection with Your use of the Services in any rolling twelve-month period will in no event exceed the amounts paid by You to Us for access to the Services for that period (if any).

10.0 Entire Agreement 

The Contract shall constitute the entire agreement between You and Us regarding the subject matter hereof and supersede all prior and contemporaneous agreements, arrangements, undertakings, proposals or representations, written or oral, concerning such subject matter.

11.0 Third Party Rights

A person who is not a party to the Contract shall not have any rights to enforce any term of the Contract.

12.0 Force Majeure

If a Force Majeure Event gives rise to a failure or delay for Us to perform any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

13.0 Data Protection 

13.1 Both parties acknowledge their respective duties under the Data Protection Legislation. To the extent relevant, each party undertakes to comply with their obligations and duties (if any) under such Data Protection Legislation and shall give all reasonable assistance to each other where appropriate or necessary.

13.2 We will process personal data in accordance with our Privacy Policy https://www.peach.me/privacy/

14.0 Confidentiality

14.1 You and We each undertake that You and We will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s confidential information:

14.2.1 to such of its respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising its respective rights or carrying out its respective obligations under the Contract. Each party will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Each party may only use the other party’s confidential information for the purpose of fulfilling its respective obligations under the Contract.

15.0 Interpretation

15.1 The following rules of interpretation apply in the Contract:

15.1.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

15.1.2 a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

15.1.3 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;

15.1.4 a reference to writing or written includes e-mail (unless otherwise expressly stated);

15.1.5 any obligation on a party not to do something includes an obligation not to allow that thing to be done; and

15.1.6 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

15.2 Clause headings shall not affect the interpretation of the Contract:

16.0 No Waiver

16.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

16.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by Applicable Law shall prevent or restrict the further exercise of that or any other right or remedy.

17.0 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

18.0 Assignment and Other Dealings

You shall not assign, delegate, subcontract, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of Your rights and obligations under the Contract without Our prior written consent.

19.0 No Partnership

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between You and Us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 

20.0 Governing Law

The Contract 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 English law.

21.0 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (of whatever kind and however it arose) arising out of or in connection with the Contract or their subject matter or formation (including non-contractual disputes or claims).