The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of auditing and/or managing a Customer’s Google Ads or Facebook Ads Account.
The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this agreement.
Authorised Account: the Customer’s Google Ads or Facebook Ads Account(s) to which a User Subscription for the provision of the Service is “linked”.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer Personal Data: any personal data provided by, or on behalf of, the Customer to the Supplier for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and the Data Protection Act 2018.
Controller, data subject, personal data, personal data breach, processor, process and supervisory authority: shall have the meanings given to them in the Data Protection Legislation.
Data Processing Schedule: the data processing schedule contained in Appendix 1 to this agreement.
Documentation: the document(s) made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Facebook Ads: the online advertising service provided by Facebook.
Facebook Ads Account(s): the Customer Company’s registered account(s) with Facebook Ads and all Customer Data registered with such account(s).
Google Ads: the online advertising service provided by Google.
Google Ads Account(s): the Customer’s registered account(s) with Google Ads and all Customer Data registered with such account(s).
Initial Subscription Term: the initial term of this agreement, commencing on expiration of the Trial Period and as set out in this page.
Renewal Period: the renewal period, as described in clause 13.3.
Services: the subscription services provided by the Supplier to the Customer via https://app.squared.io
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out here.
Subscription Term: has the meaning given in clause 13.3 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier: Squared Products Limited incorporated and registered in England and Wales with company number 09200057 whose registered office is at Lynton House, 7-12 Tavistock Square, London, WC1H 9LT.
Trial Period: 14 days.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in respect of the Authorised Account(s) in accordance with this agreement.
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, 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 or the Documentation.
The Supplier shall have no liability to the Customer under this agreement, in particular 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, 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 the Supplier or any other party), failure of a utility service or transport or telecommunications network, 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.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
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.
This agreement entered into hereunder supersedes any prior contracts, arrangements and undertakings between the parties in relation to its or their subject matter and constitute the entire contract between the parties relating to the subject matter. The Customer warrants that it has not entered into this agreement, in reliance on any warranty or representation unless set out therein. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
The parties hereby exclude to the fullest extent permitted by law any rights of third parties to enforce or rely upon any of the provisions of this agreement.
This agreement shall be governed and construed in accordance with the laws of England and any dispute arising under this agreement shall be submitted to the exclusive jurisdiction of the English Courts.
This Appendix 1 includes certain details of the processing of Customer Personal Data as required by Article 28(3) of the GDPR.
The subject matter and duration of the processing of the Customer Personal Data are set out in this agreement.
The full name and email addresses of the Authorised Users are required to enable such Authorised Users to access the ‘Squared.io’ platform. The email addresses associated with the Authorised Accounts are required to provide the Services to the Customer’s Google Ads or Facebook Ads Account(s) to which a User Subscription is “linked”.
Employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
The obligations and rights of the Customer are set out in this agreement.