Account+ Terms & Conditions
Student Beans Account+ Terms & Conditions
The following terms, along with the Student Beans Booking Form (the “Booking Form”), are entered into between “Student Beans” and the “Client” (both as named under the Booking Form), (the “Agreement”). In addition to other commercial information, the Booking Form specifies: (1) the relevant services purchased by the Client; and (2) ‘any other business’ which may amend the following Terms and Conditions. In the event of any inconsistency between the ‘any another other business’ section and the Terms and Conditions, the ‘any another business’ section shall prevail.
|“Affiliates”||means the Affiliates listed under the Booking Form which may include any company that directly or indirectly controls, is controlled by, or is under common control of the Client. An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50% of the voting rights of that company or entity. Any references to Client within this Agreement shall be construed as a reference to the Client and its listed Affiliates;|
|“Client Platforms”||means the Client’s website and/or app;|
|“Client Venue”||means any physical venues which are operated by the Client to sell its goods and/or services;|
|“Charges”||means the fees payable for the Services (excluding the Affiliate Commission) as set out under the Booking Form;|
|“Confidential Information”||means all information disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other party’s or its group companies’ business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;|
|“Customer”||means consumers who have registered with Student Beans;|
|“Data Protection Legislation”||means any applicable laws and regulations concerning data protection and/or privacy in or relating to European Union countries and the UK, including the EU General Data Protection Legislation (2016/679) and local implementing law or regulations and all related legislation which may supplement, amend or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy;|
|“Initial Term”||means a minimum of 12 months from last date of signature of the Booking Form (unless otherwise set out under the Booking Form);|
|“Insolvency Event”||means in relation to either party, any of the following events: a party becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business;|
|“Intellectual Property Rights”||means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);|
|“Media”||means the means by which Student Beans shall promote the Client’s Student Discount, as may be set out under the Booking Form;|
|“Publisher”||means any publisher (including Student Beans) to whom Student Beans distributes the Student Discount, which may include student unions, student accommodation specialists or other coupon, voucher or discount sites;|
|“Publisher Network”||means the network of Publishers which is used to promote the Student Discount;|
|“Renewal Term”||means any period beyond the Initial Term;|
|“Services”||means the services set out on the Booking Form which may include (1) Online; (2) In-Store; (3) Media; and (4) Publisher Network;|
|“Student Discount”||means any offer, voucher, discount, or promotion of the Client made available to Student Beans for the use by Customers and distributed to Publishers;|
|“Student Beans Marks”||means the brand names, logos and marks of Student Beans;|
|“Student Beans Platforms”||means the Student Beans website and app;|
|“Technology”||means the technology products and services more particularly described in the Booking Form which may include the student verification software tools and all associated methods, tools and software and promotional assets used by Student Beans to enable the Client to run and promote their own student discount programme via the Client Platforms or Client Venues and verify if users are students for the purposes of permitting user access to the Student Discount;|
|“Term”||means the duration of this Agreement including any Renewal Term.|
2.1 The Agreement shall commence on the last date of signature set out under the Booking Form, and unless terminated earlier in accordance with clause 12 (Termination), shall continue and remain in effect for the Initial Term.
2.2 Upon expiry of the Initial Term the Agreement shall automatically renew for successive periods of 12 months commencing at the end of the Initial Term (or Renewal Term, if applicable) unless either party gives at least 30 days’ written notice to the other prior to expiry of the then-current term, in which case the Agreement shall terminate upon the expiry of the then existing term.
- THE SERVICES
3.1 Subject to the Client’s compliance with the Agreement, including the payment of the Charges and the Affiliate Commission, Student Beans shall provide the Services to the Client in the territories set out under the Booking Form for the duration of the Term.
3.2 By entering into the Agreement, the Client agrees to appoint Student Beans as its exclusive provider of the Services. The Client hereby agrees that Student Beans will provide the Services to the Client and the Client will not enter into an agreement with any competitor of Student Beans to provide similar or competing services to the Services. The Client recognises that this clause is fundamental to the commercial relationship between the Client and Student Beans.
3.3 Where the Technology is purchased: Student Beans shall grant the Client a non-exclusive, non-sublicensable, non-transferable right to use the Technology for the duration of the Term. Student Beans may, at its sole discretion, choose to modify the Student Beans Platforms and the Technology (the “Systems”) from time to time, provided that such modifications do not materially reduce the functionality of the Systems. Student Beans reserves the right, in its sole discretion, to determine all matters concerning the configuration and other administrative or operational issues relating to the Systems.
3.4 Where Media has been selected as a Service: Student Beans shall provide the Client with the Media in accordance with the provisions set out under the Booking Form. Student Beans may, at its sole discretion, choose to modify the properties relating to Media from time to time provided that such modifications do not materially reduce the delivery of the Media. Student Beans reserves the right in its sole discretion to determine all matters concerning the configuration and other administrative or operational issues for the Media properties as it deems necessary or helpful in the normal course of business.
- CHARGES AND PAYMENT
4.1 The Client shall pay Student Beans the Charges and the Affiliate Commission without deduction, withholding or set-off. The Charges and the Affiliate Commission are non-cancellable and non-refundable, unless otherwise expressly set out within the Agreement.
4.2 The Client shall pay the Charges within 30 days of receipt of an invoice from Student Beans. Without prejudice to any other right or remedy Student Beans may have, if the Client fails to make payment of the Charges for more than 30 days after expiry of the payment term, Student Beans shall be entitled (i) to cease and/or suspend the provision of any of the Services and/or (ii) claim interest on the unpaid amount on a daily basis at an annual rate equal to 3%.
4.3 Student Beans shall be entitled to increase the Charges with a minimum of 60 days’ notice to the Client prior to the start of each Renewal Term and, unless the Client otherwise gives written notice of objection within 30 days prior to the Renewal Term, the Charges shall be deemed to have been amended accordingly.
4.4 Affiliate Commission: The Affiliate Commission shall be charged and payable in accordance with the cost per action percentage (“CPA”) stated on the Booking Form. Any sales made on the Client Platforms via the Student Beans Platforms or referred by Publishers shall be subject to commission which shall be payable by the Client (“Affiliate Commission”). The Affiliate Commission shall be tracked, charged and payable in accordance with an affiliate programme as run by a Student Beans pre-approved affiliate network; (the “Affiliate Programme”) at its most favourable rate of Affiliate Commission.
- THE CLIENT’S OBLIGATIONS
5.1 The Client shall: (a) cooperate with Student Beans and provide all necessary information, as may be reasonably required, including providing Client branded materials, marks or any other relevant data (the “Client Materials”) for the provision of the Services; (b) provide Student Beans with a valid Student Discount for the duration of the Term; (c) ensure that the Client features information about its partnership with Student Beans whenever the Client promotes the availability of the Student Discount including via the Client Platforms, emails, social and other digital media channels or the Client Venues and other offline media channels or via third parties; and (d) ensure that Customers can access the Client’s best available discount as the Student Discount (meaning that if the Client provides a discount outside of the Services, then the Student Discount must be more advantageous).
5.2 Where applicable, the Client shall: (a) use the Technology on the Client Platforms in order to provide the Student Discount; (b) provide a prominent link advertising the Student Discount across the Client Platforms within 30 days of signing the Booking Form; (c) ensure Student Beans is accepted on the Affiliate Programme; and (d) be solely responsible for providing configuring and maintaining its systems and all hardware, software and network connections necessary to enable it to connect to the internet to use the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
5.3 The Client’s Venue Obligations: Where applicable, the Client shall: (a) use the Technology in the Client Venues to offer the Student Discount; (b) display the point of sale assets in the Client Venues to prominently promote the availability of the Student Discount; and (c) be solely responsible for providing, organising and maintaining the Client Venues and associated stock, staff and point of sale software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client Venues.
5.4 The Client shall not: (a) except where expressly permitted by this Agreement, permit any third-party to access or use the Services; (b) copy, translate, modify, adapt or create derivative works from the Services or Systems; (c) attempt to discover or gain access to the source code for the Services or Systems or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services or Systems; (d) obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of the Services and Systems; (e) use the Services for any unlawful purpose or to upload, store, post, email, transmit or otherwise make available any viruses or inappropriate content; (f) use, develop similar, alternative or competing Services for the duration of the Term; (g) approach Publishers directly with the aim of running, facilitating, promoting or verifying a student discount outside of the Publisher Network or without the use of the Services, for the duration of the Term; (h) run, promote or provide a student discount outside the Publisher Network or the terms of this Agreement that is stronger, deeper, better or more advantageous to Customers than the Student Discount.
5.5 The Client acknowledges that it shall bear all responsibility relating to any goods and/or services promoted through the Services and made available to Customers.
- INTELLECTUAL PROPERTY RIGHTS
6.1 Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
6.2 Student Beans and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Student Beans Marks, the Services and Systems and all associated software and data; and all goodwill in the use of the Student Beans Marks and the Services and Systems shall be owned by Student Beans. Student Beans grants the Client a non-exclusive, non-transferable, Country specific, royalty-free licence to use the Student Beans Marks for the duration of the Term to such extent as is necessary to enable the Client to market and promote the Student Discount.
6.3 The Client and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Client Platforms and Client Materials. The Client grants Student Beans, a non-exclusive, non-transferable Country specific, royalty-free licence to use the Client Materials to such extent as is necessary to enable Student Beans to provide the Services and to perform its obligations under this Agreement for the duration of the Term.
6.4 Student Beans shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and/or Services any suggestions, enhancements, requests, recommendation or other feedback provided by the Client relating to the Services.
7.1 The Client acknowledges and agrees that the Services and the terms of this Agreement constitute Confidential Information of Student Beans.
7.2 Subject to clause 7.3, each party shall: (a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement; (b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement; (d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and subcontractors on a ‘need to know’ basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality no less onerous than this clause); and (e) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other party or destroy (at the other party’s request) all materials incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
7.3 Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulatory or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that the recipient promptly provides the discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure.
8.1 Student Beans shall defend and indemnify the Client from and against any claim brought by a third party that the Services or Student Beans Mark infringes any Intellectual Property Rights.
8.2 The Client shall defend and indemnify Student Beans from and against any claim brought by a third party that the Client Materials infringe any intellectual property rights.
8.3 Clauses 8.1 and 8.2 are subject to:
8.3.1 the indemnifying party being given prompt notice of any matter for which the indemnified party wishes to be indemnified;
8.3.2 the indemnified party providing reasonable co-operation in the defence and settlement of the relevant claim, at the indemnifying party’s expense; and
8.3.3 the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (not to be unreasonably withheld or delayed).
- LIMITATION OF LIABILITY
9.1 Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or exclude either party’s liability for death, personal injury caused by negligence, fraud, fraudulent misrepresentation and any liability which may not be lawfully limited or excluded.
9.2 Neither party shall be liable in any circumstances to the other party for consequential, special or indirect losses or the following losses whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) economic loss; (d) loss of business or contracts; (e) loss of anticipated savings or goodwill; (f) loss of data (save in relation to personal data); or (g) any losses arising from a claim by a third party for any of the losses set out under clause 9.2 (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise.
9.3 Subject to clauses 9.1, 9.2 and 9.4 the total and aggregate liability of (a) Student Beans and (b) the Client, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement shall be limited to 100% of the total Charges paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose.
9.4 Student Beans will not be liable for: (a) any failure to comply with the provisions of this Agreement if such default is attributable to any acts or omissions of the Client its agents, employees or contractors including the failure of the Client to perform its obligations under this Agreement; (b) any consequences arising from Student Beans complying with the Client’s instructions or requirements; or (c) any consequences arising from the Client failing correctly to enter information into its own systems.
9.5 Nothing in this clause 9 (Limitation of Liability) shall exclude or restrict the Client’s obligation to pay the Charges or the Affiliate Commission. The Charges have been calculated on the basis that each Party will exclude and limit its liability as set out in this Agreement and the parties expressly agree that the limitations and exclusions of liability in this Agreement are reasonable.
Student Beans warrants to the Client that: (a) it has all rights, licenses, consents and approvals necessary to enter into and to perform its obligations under this Agreement; (b) the Services shall be performed with reasonable care and skill and in accordance with all applicable laws; and (c) it will use good industry practice to seek to avoid introducing any viruses into the Client Platforms. The Client warrants and represents to Student Beans that: (a) it has all rights, licenses, consents and approvals necessary to enter into and to perform its obligations under this Agreement; (b) it will perform its obligations under this Agreement with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry and all applicable laws; and (c) it will use good industry practice to avoid introducing any viruses into the Systems or Services.
- DATA PROTECTION
11.1 Each party shall comply with its respective obligations under the applicable laws and regulations concerning data protection and/or privacy under the Data Protection Legislation. The terms “process(ing)” “controller”, “processor”, “personal data” and “data subject” shall have the same meaning as in the Data Protection Legislation.
11.2 Where any personal data of Customers is shared between Student Beans with the Client, each party shall be independent data controllers and the parties shall enter into a separate data sharing agreement.
11.3 Each party to this Agreement:
11.3.1 shall take steps to ensure that its employees and agents are informed of its obligations in relation to personal data that it processes;
11.3.2 agrees to process personal data in compliance with all applicable Data Protection Legislation;
11.3.3 agrees to implement and maintain appropriate technical and organisational measures, to ensure an appropriate level of security in respect of personal data it processes, against accidental, unauthorised or unlawful loss, destruction, alteration, disclosure or of access to such personal data, such measures shall be implemented with regard to: (a) encryption of personal data; (b) back-up and disaster recovery arrangements; (c) the ability to ensure ongoing confidentiality, integrity, availability and resilience of the IT infrastructure and environment; and (d) the regular testing and evaluation of the effectiveness of such measures.
12.1 Student Beans may terminate the Agreement with immediate effect if the Client commits any act which may reasonably be deemed to cause reputational damage to Student Beans or bring Student Beans into disrepute.
12.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement with immediate effect on written notice to the other if:
12.2.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 business days of that party being notified in writing of the breach;
12.2.2 the other party suffers an Insolvency Event; or
12.2.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.3 Upon termination of this Agreement for any reason, the Client shall immediately cease to use the Services. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
- FORCE MAJEURE
Nothing in this clause shall exclude or restrict the Client’s obligation to pay the Charges or the Affiliate Commission. Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, pandemic, epidemic, cyber-attack, act of terrorism, governmental act, war, fire, flood, explosion or civil commotion (“Force Majeure Event”). In the event of either party being delayed or prevented from performing its obligations under this Agreement as a result of a Force Majeure Event such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. If a party is prevented from substantially performing its obligations under this Agreement for a period in excess of 30 consecutive days, then the other party may terminate this Agreement on 30 days’ written notice.
14.1 No variation of this Agreement shall be valid unless it is in writing and signed by the parties.
14.2 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
14.3 If any provision of this Agreement (or part of any provision) is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
14.4 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements (written or oral) relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
14.5 Neither party shall, without the prior written consent of the other party, assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement. However, Student Beans may assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement without the prior written of the Client to: (a) a parent or subsidiary of; (b) an acquirer of all or substantially all of its assets; or (c) a successor by merger.
14.6 Nothing in this Agreement is intended to, or shall be deemed to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.7 Unless expressly stated otherwise, the Agreement does not give rise to any rights.
14.8 In order to protect the legitimate business interests of Student Beans, the Client shall not (except with the prior written consent of Student Beans): (i) attempt to solicitor or entice away; or (ii) solicit or entice away, from the employment or service of Student Beans (or any of its group companies), the services of any person employed or engaged by Student Beans (or any of its group companies) other than by means of a national advertising campaign during the Term.
14.9 Any notice under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out under the Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out the Agreement. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.
- GOVERNING LAW AND JURISDICTION
15.1 Subject to which entity is named on the Booking Form, the following governing law and exclusive jurisdiction shall apply to any dispute or claim arising out of it on in connection with the Agreement:
15.1.1 The Beans Group Limited: English Law and English courts.
15.1.2 The Beans Group, Inc: The laws of the state of New York (without regard to its conflicts of laws rules) and New York courts.
15.1.3 StudentBeans Pty Ltd: The laws of New South Wales, Australia and the courts of New South Wales.
IF YOU REQUIRE A TRANSLATED VERSION OF THESE TERMS, PLEASE CONTACT STUDENT BEANS. PLEASE NOTE THAT THE ENGLISH VERSION OF THE AGREEMENT IS BINDING. ANY TRANSLATED VERSION OF THE TERMS IS SOLELY FOR INFORMATION PURPOSES.
Last modified: 27 August 2021.