Student Beans Shopify Verification App – Terms & Conditions

TERMS & CONDITIONS

‘Student Beans’ means The Beans Group Ltd (company no. 05486885) whose registered address is at 1 Vincent Square, London, SW1P 2PN.

‘you’ or ‘Client’ means the client who is purchasing the student verification app offered by Student Beans and provided through Shopify.

1. DEFINITIONS

2. DURATION:

By activating the App, you agree to be bound by the terms of this Agreement in addition to any other terms imposed by Shopify in relation to your use of the Shopify Marketplace. The Agreement will remain in place unless terminated in accordance with clause 12 (Termination).

3. THE APP

3.1 Subject to your continued compliance with the Agreement (and any other terms in place between you and Shopify), Student Beans will provide you with access to the App. Student Beans will grant you a non-exclusive, non-sublicensable, non-transferable right to use the App. Student Beans may, at its sole discretion, choose to modify or update the App from time to time, provided that such modifications do not materially reduce the functionality of the App. 

3.2 In order for the App to function properly, you are required to share the following information with Student Beans (this information will also be accessible by Shopify):

• details related to your Shopify account, such as the account name and your website url; 
• your billing details, including billing address;
• the currency you use to offer your products/services;
• level of Student Discount offered;
• start date of Student Discount offered; 
• the cart value if a transaction takes place using the Student Discount; and 
• the number of student verifications generated through the App.

4. FEES AND PAYMENT

4.1 The Monthly Plan Fee will be debited from you automatically by Shopify in accordance with the relevant Shopify terms set out here:  https://help.shopify.com/en/manual/your-account/manage-billing/your-invoice/apps#app-prorating-upgrades-and-downgrades and any other terms you may be subject to. The Monthly Plan Fee is non-cancellable and non-refundable, unless otherwise expressly set out within the Agreement.  Where payment of the Monthly Plan Fee cannot be collected, your access to the App may be terminated with immediate effect. 

4.2 Student Beans reserves the right to increase the Monthly Plan Fee with a minimum of 60 days’ notice to the Client.

5. CLIENT OBLIGATIONS

5.1  You shall: 

• cooperate with Student Beans and provide all necessary information as may be reasonably required for the provision of the App;
• ensure that a valid Student Discount is available for the duration of the term of the Agreement; 
• ensure that Student Customers can access your best available student discount as the Student Discount (meaning that if you provide a student discount outside of the App, then the Student Discount must, at minimum, be equal to other student discounts provided by you); 
• be solely responsible for:
  • (i) all hardware, software and network connections necessary to enable you to download the App; 
  • (ii) the proper configuration and maintenance of your Shopify account; and 
  • all matters relating to the products/services you provide through the Shopify Marketplace,, including any consumer queries or returns. 

5.2 You shall not:

• except where expressly set out within this Agreement permit any third party to access or use the App; 
• attempt to discover or gain access to the source code for the App;
• reverse engineer, decrypt, extract, disassemble or decompile the App;
• obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of, the App;
• use the App or any unlawful purpose; 
• use, develop similar, alternative or competing products to the App;  or
• run, promote or provide a student discount that is stronger, deeper, better or more advantageous than the Student Discount.

6.   INTELLECTUAL PROPERTY RIGHTS:

Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other. 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 App and all associated software and data; and all goodwill in the use of the Student Beans Marks and the App shall be owned by Student Beans. Student Beans grants you a non-exclusive, non-transferable, territory specific, royalty-free licence to use the Student Beans Marks for the duration of the term of the Agreement to such extent as is necessary to enable you to market and promote the Student Discount. This  licence may be revoked by Student Beans at any time. Student Beans shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the App or any future apps developed by Student Beans any suggestions, enhancements, requests, recommendation or other feedback provided by you relating to the App. 

7.   CONFIDENTIALITY: 

7.1 You agree that the terms of this Agreement including pricing structure, 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. LIMITATION OF LIABILITY:

Nothing in this Agreement shall limit or exclude either party’s liability for any liability which may not be lawfully limited or excluded. 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; or (g) any losses arising from a claim by a third party for any of the losses set out under (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise. The total and aggregate liability of Student Beans, 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 Monthly Plan Fee paid or payable for the App during the 12 months immediately preceding the date on which the claim arose. 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 without limitation 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; (c) any consequences arising from the Client failing to secure any necessary consents, licences or permissions; or (d) any consequences arising from the Client failing correctly to enter information into its own system(s).

9. DATA PROTECTION:

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 applicable Data Protection Legislation. Each party to this Agreement:

• shall take steps to ensure that its employees and agents are informed of its obligations in relation to personal data that it processes;
• agrees to process personal data in compliance with all applicable Data Protection Legislation; and
• 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.

For further information on the data processed by Student Beans through the App, please refer to the Privacy Notice.

10. TERMINATION

10.1 Student Beans may terminate the Agreement and suspend your access to the App with immediate effect if you: (i) commit any act which may reasonably be deemed to cause reputational damage to Student Beans or bring Student Beans into disrepute; or (ii) commit a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of Student Beans becoming aware of such a breach. 

10.2 You may terminate your use of the App in accordance with the relevant Shopify terms set out here: https://help.shopify.com/en/manual/your-account/manage-billing/your-invoice/apps#app-prorating-upgrades-and-downgrades and any other terms you may be subject to.  

10.3 Upon termination of this Agreement for any reason, you shall immediately cease to use the App. 

11. RIGHTS OF THIRD PARTIES: Unless expressly stated otherwise, the Agreement does not give rise to any rights 

12. GOVERNING LAW AND JURISDICTION:  Any dispute or claim arising out of or in connection with the App or this Agreement shall be governed by and construed in accordance with the law of England and Wales.