Service Terms & Conditions

1. When these terms and conditions apply

1.1 These terms and conditions apply when we provide Services to you. This includes where we provide the Services during the free trial period.

1.2 Any other terms that you attempt to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing will not apply, even if you send them to us on or with a purchase order

2. Do I need to agree to these terms and conditions?

2.1 Yes, to use our Services, you must agree to these terms and conditions, which form a legally binding contract between us. If you do not agree with anything in these terms and conditions, you should not purchase or use any of our Services.

2.2 If you do use any of our Services, we are entitled to take this as confirmation that you have read and understood these terms and conditions in full.

2.3 Your attention is particularly drawn to clause 15 (Limitation of Liability & Events Beyond Bizik’s Control), which contains limitations of our liability to you.

3. Definitions used in these terms

3.1 The following definitions apply throughout these terms and conditions:

“Additional Charges” means all charges which are not included in the Plan’s monthly subscription price, including, but not limited to, those set out in clause 8.5.

“appropriate technical and organisational” shall have the meaning given to it in the Data Protection Legislation.

“Bizik” means Bizik Ltd, a company registered in England and Wales under company number 15280068 and whose registered office is at 11-15 Betterton Street, Covent Garden, London, United Kingdom, WC2H 9BP.

“Bizik Information” means any information relating to our business, prices, clients, customers, products, assets, affairs and finances, trade secrets including, without limitation, technical data and know-how relating to our business or any of our suppliers, clients, customers, agents, distributors, shareholders or management, including whether or not such information is marked or stated to be confidential.

“Call Answering Services” means all telephone answering services to be provided as specified on the Order Form;

“Charges” means all costs and charges payable by you to Bizik for the Services as set out in the Order Form and including the Additional Charges.

“Client” means any person (including organisations) from whom Bizik receives and to whom Bizik sends messages on the live chat platform, or from whom Bizik receives a call, on your behalf.

“Client Contact” means any calls and/or messages received or sent to or from a Client in connection with the Contract.

“Commencement Date” has the meaning given to it in clause 4.4;

“Contract” means the order by you and supply of Services by Bizik to you in accordance with these terms.

“Controller” shall have the meaning given to it in the Data Protection Legislation.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK, including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“Data Subject” shall have the meaning given to it in the Data Protection Legislation.

“Description” means the written description of the Services contained on Bizik’s website (https://www.bizik.co.uk/).

“Diary Management Services” means all diary management services to be provided as specified on the Order Form;

“EEA” means the European Economic Area.

“External Event” has the meaning given in clause 15.11.

“Group” means, in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“Initial Term” means the minimum term for which the Services are to be provided, which shall be as follows:
• Any Plan on or below Inc 100, 3 months
• Any Plan on or above Inc 200 and up to and including Inc 750, 6 months
• Any Plan on or above Inc 1000, 12 months

“Legal Entity” means either (a) a company incorporated in the United Kingdom in accordance with and governed by the Companies Act 2006 as amended, or (b) a limited liability partnership incorporated in the United Kingdom in accordance with and governed by the Limited Liability Partnerships Act 2000 as amended, as applicable in each case.

“Managed Live Chat Services” means all live chat services to be provided as specified on the Order Form;

“Notice Threshold” means the required amount of notice to be given, which shall be as follows:
• Any Plan up to Inc 1000, 1 month
• Any Plan on or above Inc 1000, 3 months

“Order Form” means the order form (which may be in the form of an email) provided by Bizik, which contains details of the Services you have purchased, your Plan, Charges, Commencement Date and other relevant information.

“Personal Data” shall have the meaning given to it in the Data Protection Legislation and shall relate to you, your staff and any other person, including but not limited to, Clients who Bizik receives contact from, whether by call or live chat, on your behalf.

“Personal Data Breach” shall have the meaning given to it in the Data Protection Legislation.

“Plan” means the specific plan you have chosen to purchase from Bizik.

“Price List” means the document provided to you by Bizik, which contains details of Plans and prices.

“processing” shall have the meaning given to it in the Data Protection Legislation.

“Controller” shall have the meaning given to it in the Data Protection Legislation.

“Purpose” means fulfilling our obligations under the Contract, i.e. taking details and messages (including but not limited to telephone messages and messages taken on the live chat platform) and passing on those messages and details to you.

“Services” means the Call Answering Services, Managed Live Chat Services and Diary Management Services.

“Transfer Charges” means the applicable fees in relation to the transfer of calls, as specified in the Price List.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

“Bizik”, “us”, “we” are each references to Bizik Ltd, a company registered in England and Wales under company number 15280068 and whose registered office is at 11-15 Betterton Street, Covent Garden, London, United Kingdom, WC2H 9BP, except where the context required otherwise.

“written” means a notice or communication in writing and includes email.

“you” means our customer, being the Legal Entity to whom we are providing the Services. “Your” shall have the corresponding meaning.

“Your Default” has the meaning given in clause 10.3.

“Your Information” means any and all information relating to your business, products, services, customers and staff.

3.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

3.3 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.

4. Basis and duration of Contract

4.1 You can request a quotation and order Services by phone, email or by using our website. When you do this, you are offering to purchase the Services in accordance with these terms and conditions.

4.2 Bizik only accepts orders from Legal Entities. No individual person shall be our customer in respect of the Services. In circumstances where an individual makes an order on behalf of a Legal Entity, that person shall be deemed to be the lead contact for the Legal Entity but not the customer.

4.3 After you place an order, you may receive any email acknowledging that it has been received and asking for any additional information required. Please note that this is not an acceptance of your order.

4.4 Your order will be accepted on the date we issue you a completed Order Form (Commencement Date). At this point, the Contract is created and will relate to the Services detailed in the Order Form.

4.5 If any information required has not been provided, your order cannot be accepted. You are solely responsible for ensuring the accuracy of any details provided to Bizik and making sure they are complete, accurate and not misleading.

4.6 If for any reason we are unable to accept your order, we will let you know, and if you have already paid for the Services, we will refund you the full amount.

4.7 The Contract shall commence on the Commencement Date and shall continue for the Initial Term, subject to its earlier termination in accordance with these terms.

4.8 Once the Initial Term has expired, the Contract shall continue in full force and effect unless and until terminated on written notice by either party in accordance with the relevant Notice Threshold, or in accordance with the additional termination rights set out in these terms, if earlier.

5. Free Trials

5.1 Bizik offers a free trial for new customers. You may use the free trial once and must not do, or attempt to do, anything which seeks to bypass this limit.

5.2 The availability and terms of the free trial are subject to change and Bizik may terminate the offering or vary the terms at any time without liability.

5.3 Call Answering Services and Managed Live Chat Services will be provided to you free of charge for the duration of the free trial; however, Bizik may charge administrative set-up fees.

5.4 The free trial will last for 7 days from the Commencement Date and will be subject to a cap of 30 minutes in relation to the Call Answering Services and 30 chats in relation to the Managed Live Chat Services. The free trial will automatically expire at the end of the 7 day period, or once you have used up your allocated minutes and chats, whichever is earlier.

5.5 At the end of the free trial period, the trial-specific terms contained in this clause 5 will no longer apply and the Contract will be terminated.

5.6 Where you would like to continue using the Services after the free trial period, Bizik may issue a new Order Form for such Services and a new Contract shall come into existence. Any Services to be provided after the expiry of the free trial period will be subject to the applicable Charges.

6. Quotations

6.1 Quotations shall not constitute or be deemed an offer.

6.2 Quotations are estimates only and are subject to change based on the information available to Bizik.

7. Services

7.1 General

(a) Bizik may add, withdraw or make changes to the Descriptions, Plans and the Services at any time and without liability, provided that the Services are not significantly adversely impacted.

(b) Where any of the Services include responding to calls or messages which are, in Bizik’s opinion, hostile, aggressive, abusive, discriminatory or similar, Bizik and its staff are entitled to immediately terminate the call and not respond to such messages, and to decide that no further calls or messages will be dealt with from the same individual.

(c) Where there are multiple instances of that referred to in clause 7.1(b), Bizik shall be entitled to suspend or terminate the Services immediately without liability to you.

(d) Details and messages (including but not limited to telephone messages and messages taken on the live chat platform) from the last 100 instances of Client Contact will be available through your online portal.

7.2 Call Answering Service

(a) Each Plan for Call Answering Services includes Bizik using reasonable endeavours to provide the following services:

(i) telephone answering in relation to calls from Clients;

(ii) informing you of all relevant information and details in relation to such calls;

(iii) diverting calls to an out of hours voicemail.

(b) Transfer of calls may be provided depending on the Plan type. More specific and comprehensive details of what is included in your specific Plan will be set out in the Price List and Order Form, both of which are incorporated into the Contract.

(c) Subject to clause 7.2(d) below, all calls will be charged for. Bizik will use reasonable endeavours to block any sales calls after having become aware of the corresponding telephone number, so they cannot call again. However, you acknowledge and accept that such callers may use various or withheld telephone numbers and if this happens and the call is taken, it will be charged.

(d) In the event that there have been any calls where the caller has called the wrong number and the person they are trying to get hold of is not you, you must notify us of this promptly and it will be at Bizik’s discretion as to whether the call is charged for.

(e) Bizik will not accept any calls which create a financial liability on the part of Bizik e.g. reverse charge calls.

(f) Bizik will reasonably endeavour to provide all Call Answering Services between 8:30 a.m. and 5:30 p.m. Monday through Friday, save for the out-of-hours voicemail, which will run from 5:31 p.m. to 7:29 a.m. Monday through Friday, from 5:31 p.m to 11.59 p.m. on Friday, and 24 hours on Saturday and Sunday.

(g) You may upgrade your Plan at any time. Where you upgrade or downgrade your current Plan, the new Plan shall come into effect at the start of the next month following the date on which we agree to your upgrade, unless otherwise agreed in writing.

(h) You may downgrade your Plan only after the expiry of the Initial Term, provided that no notice of termination has been received by either party. Where you downgrade your Plan, the new Plan shall not come into effect until the date of your next invoice, unless otherwise agreed in writing.

(i) The number of inclusive minutes per month specified in your Plan cannot be rolled over for use in future months.

(j) Bizik may, but is not obliged to service additional calls which fall outside of your Plan, but this is always subject to availability. Where, in Bizik’s reasonable opinion, the amount of calls received outside of your Plan is significant, Bizik may temporarily suspend the Services without liability to you, for such time as it deems reasonable, or require a payment on account. Where it does so, Bizik will inform you as soon as reasonably practicable.

(k) Once Bizik has allocated a telephone number to your account, this cannot be transferred.

(l) Bizik will use reasonable endeavours to respond to Client queries provided that you have given Bizik the relevant training and/or information necessary to deal with the particular query. Where Bizik has not been provided with the appropriate information or training, or Bizik staff do not feel able to respond, relevant information and details will be passed to you in accordance with clause 7.2(a)(ii).

7.3 Managed Live Chat Service

(a) Each Plan for Managed Live Chat Services includes Bizik using reasonable endeavours to provide the following services:

(i) provision of a platform which allows for live chat messaging;

(ii) receiving and responding to live chat messages from Clients; and

(iii) informing you of all relevant information and details in relation to such messages, where appropriate.

(b) More specific and comprehensive details of what is included in your specific Plan will be set out in the Price List and Order Form, both of which are incorporated into the Contract.

(c) Bizik may, but is not obliged to, service additional chats which fall outside of your Plan, but this is always subject to availability. Where, in Bizik’s reasonable opinion, the amount of chats received outside of your Plan is significant, Bizik may temporarily suspend the Services without liability to you, for such time as it deems reasonable, or require a payment on account. Where it does so, Bizik will inform you as soon as reasonably practicable.

(d) It is your responsibility to ensure that you add code correctly to your website to enable Bizik to provide the Managed Live Chat Service.

7.4 Diary Management Service

(a) Where you have requested diary management, you must provide Bizik access to your calendar platform for integration purposes. This will only allow Bizik access to your calendar. Bizik will be unable to provide any Diary Management Services if this has not been completed.

(b) To be able to provide tailored Diary Management Services you must provide us with certain information. This may include but is not limited to, times when you are normally busy, how long appointments typically take, and what does or does not warrant an appointment.

8. Payment Terms

8.1 All Charges will be calculated using the appropriate tariff set out in the Price List (excluding the set-up fee), unless otherwise agreed in the Order Form.

8.2 All Charges (excluding Transfer Charges and any set-up fee) in relation to Call Answering Services shall be calculated on a per-minute basis in accordance with the relevant tariff in the Price List. A call shall begin once the phone has been answered and shall end once the call has been disconnected.

8.3 All Charges exclude value-added tax, which shall be added to all invoices and payable by you, in addition to the Charges quoted, and must be paid without any set-off, counterclaim, deduction or withholding (other than any deduction of withholding tax as required by law).

8.4 Bizik will invoice you monthly in advance throughout the duration of the Contract, except in respect of any Additional Charges. Additional Charges will be invoiced monthly in arrears once calculated.

8.5 Additional Charges may include, but are not limited to, any additional calls/chats made outside the scope of your selected package, and any Transfer Charges applicable to your Plan as set out in the Price List.

8.6 Bizik reserves the right to charge an administrative set-up fee, which will be added to your first invoice. Bizik will let you know if the fee applies prior to charging.

8.7 All invoices will be provided electronically by email.

8.8 All invoices are payable within 14 days of receipt. Time for payment shall be of the essence.

8.9 You agree that all invoices raised shall be paid using a continuous payment authority which you hereby grant to us. You must ensure that the continuous payment authority is at all times attached to an active card with sufficient funds, to cover invoices which are due.

8.10 Should you wish to dispute any invoices, you must send a written notice to Bizik outlining the Charges you dispute and why, within 7 days of the invoice date.

8.11 Bizik may increase the Charges at any point during the term of the Contract, provided that 14 days’ written notice of the increase is given.

8.12 Without prejudice to any other right or remedy that Bizik may have (including the right to claim a higher rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998), where payment is not made by the due date, Bizik may, in its sole discretion:

(a) terminate the Contract or suspend the provision of the Services until payment has been made in full (inclusive of interest where applicable), in either case with immediate effect and without liability; and/or

(b) charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate at the time interest is charged, but at 4% a year for any period when that base rate is below 0%. This interest accrues on a daily basis from the due date, until the date of actual payment of the overdue amount, whether before or after judgment; and/or

(c) recover from you any and all costs and expenses incurred by Bizik in recovering the overdue payments.

9. Bizik’s Responsibilities

9.1 Bizik will provide the Services with reasonable care and skill from the Commencement Date or such other date as specified in the Order Form.

9.2 Provided that you comply with all terms of the Contract, Bizik shall use reasonable endeavours to supply the Services in accordance with the Descriptions in all material respects.

9.3 Time shall not be of the essence for the performance of the Services.

9.4 Bizik shall comply with all applicable laws throughout the duration of the Contract.

10. Your Responsibilities

10.1 You must:

(a) ensure that all information you provide to Bizik is complete, accurate and not misleading;

(b) cooperate with Bizik in all matters relating to the Services;

(c) promptly provide Bizik with such information and materials required to supply the Services;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services, before the date on which the Services are to start (to the extent possible);

(e) ensure the proper set up and maintenance of any divert facility required for Bizik to provide the Services;
(f) ensure that any contact details you provide to Bizik, including telephone numbers and email addresses required for it to provide the Services, are up to date and functioning for the duration of the Contract;

(g) ensure that all diverted calls are directed to the correct telephone number;

(h) pay all call diversion costs incurred by you for diverting calls to Bizik in association with the Services;

(i) ensure that all systems required to receive communications are and remain fully operational;

(j) ensure that you comply with any instructions regarding technical set up provided to you by Bizik;

(k) comply with all applicable laws, including the Data Protection Legislation;

(l) comply with all terms of the Contract;

(m) at all times indemnify and hold Bizik harmless from and against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind, threatened, claimed or awarded against or otherwise incurred by Bizik, arising out of or in connection with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) as a result of the provision of the Services or otherwise, including, without limitation, in respect of anything which Bizik is deemed to have done, or omitted to have done, in respect of any employee by virtue of TUPE; and

(n) pay to Bizik all applicable Charges in accordance with clause 8 (Payment Terms).

10.2 You must not use the Services:

(a) if you are not a business customer; and

(b) in relation to any business which, in Bizik’s opinion, is unethical, illegal or could adversely affect Bizik’s reputation.

10.3 If Bizik’s ability to perform the Services or any of our other obligations under the Contract is prevented or delayed by any failure by you to comply with obligations in this clause 10 or any other act or omission by you, (Your Default), then, without prejudice to any other rights or remedies to which Bizik may be entitled:

(a) Bizik may suspend the performance of the Services, until you remedy Your Default and rely on Your Default to relieve Us from the performance of the Services and all other obligations under or in connection with the Contract, in each case to the extent Your Default prevents or delays performance of the Services and/or our obligations;

(b) Bizik will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services, or any obligations under the Contract; and

(c) Bizik may entitled to terminate the Contract immediately and without liability.

10.4 You shall keep Bizik indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by Bizik as a result of, or in connection with:

10.5 any breach by you of any terms of the Contract; and

10.6 any claim that Bizik is personally responsible for any actions purported to be done in the capacity of your agent.

10.7 Where you are provided with any login details, usernames, passwords or similar, it is your responsibility to keep these confidential. You must not disclose them to any third party, and you will at all times remain liable for anything done through your account. Bizik is entitled to rely on any information provided through your account.

11. Complaints

11.1 If you are dissatisfied with the Services, you can make a complaint. In the first instance, you must contact our Customer Support Team via our contact page on our website, and they will work with you to resolve any issues.

11.2 If our Customer Support Team has been unable to resolve your complaint within 7 working days, it can be escalated to our Complaints Manager. To make an escalation, please inform our team that your query has not been resolved within 7 working days.

11.3 Bizik’s Complaints Manager will investigate your complaint and endeavour to provide a full response within 1 working day. Where the complaint is particularly complex, it may take the Complaints Manager longer to investigate, but they will let you know if this is the case.

11.4 Where any additional information is needed to assess your complaint, we will let you know as soon as possible.

11.5 You must follow this complaints procedure before issuing any legal proceedings.

12. Bizik Staff

12.1 You must not attempt to procure services that are competitive with the Services from any of Bizik’s directors, employees or consultants, whether as an employee or on a freelance basis, during the period that Bizik is providing the Services to you, and for a period of six months following termination of the Contract.

12.2 If you breach this clause, you must pay Bizik an amount equal to 6 months’ basic salary or fee of the relevant director, employee or consultant, plus any recruitment costs incurred by Bizik. Each of us confirms that the amount of these damages is reasonable and proportionate, for the purpose of protecting Bizik’s legitimate business interests.

13. Confidentiality

13.1 Subject to clauses 13.2 and 13.3 below, Bizik undertakes to you that it 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 Your Information, except as permitted by clause 13.2, below.

13.2 Bizik may disclose Your Information:

(a) to such of its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising Bizik’s rights, or carrying out Bizik’s respective obligations under the Contract;

(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority; and

(c) where Your Information, or any part of it, is or comes into the public domain, other than through Bizik’s breach of this clause.

13.3 Bizik may use Your Information. and in particular your company name and logo. to promote and advertise its Services, provided it has obtained your prior consent (not to be unreasonably withheld or delayed).

13.4 You may only use Bizik Information where, and to the extent that this is necessary, for the purpose of fulfilling your obligations, or exercising your rights under the Contract.

13.5 You undertake to Bizik that you 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 Bizik Information, except as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

13.6 You acknowledge and accept that where specifically asked by any Client whether Bizik or any of its staff, employees, agents or similar, are a separate entity, or are part of your company (or any similar question), Bizik is entitled to provide an honest answer and state that it is working with you, not for you.

14. Data Protection & Call/Message Monitoring

14.1 We each undertake to each other that we will comply with the Data Protection Legislation. This clause is in addition to any obligations each of us have as set out in the Data Protection Legislation.

14.2 Each of us agree that for the purpose of the Data Protection Legislation, you are the Controller and Bizik is the Processor in relation to Personal Data.

14.3 You warrant and represent to Bizik that you have, or will have, at the relevant time, all terms and conditions, required consents, and have all necessary notices in place to enable lawful:

(a) transfer of the Personal Data to Bizik for the duration and purposes of the Contract; and

(b) provision of the Services by Bizik, including any recording or monitoring of Client Contact, for the duration and purposes of this Contract, including the use of call and chat monitoring and recording.

14.4 You acknowledge and accept that Bizik is not responsible for, and will not notify any Clients that any communications are monitored or recorded unless specifically asked.

14.5 You also warrant and represent to Bizik that:

(a) you have a prominent privacy notice, which includes a clear statement that calls and digital messages may be recorded, and identification of Bizik as your third party data processor with whom you will be sharing the Personal Data in connection with the Purpose;

(b) your use of the Services will not violate the rights of any Client, or a recipient of a call or digital message, that has opted out from monitoring or recording;

(c) the Contract and the Services provided under it will not amount to any breach of any contract, or arrangements you have with any of your Clients; and

(d) our use, (including recording and monitoring) of the Personal Data for the Purpose and as instructed by you, will comply with the Data Protection Legislation.

14.6 If you are in breach of any of the warranties contained in clauses 14.3 and 14.5 above, you must indemnify Bizik and defend it against all losses, claims, damages and expenses incurred by it, or for which it may become liable as a result of your breach.

14.7 Subject to clauses 14.8 and 14.9 below, you consent to Bizik processing, and Bizik will only process the Personal Data:

(a) in accordance with the Data Protection Legislation;

(b) in accordance with your written instructions; and

(c) for the Purpose.

14.8 You agree that Bizik shall be entitled to process the Personal Data where otherwise required by law or regulation. Where this is the case, Bizik will inform you of this (to the extent permitted to do so by law) before carrying out the processing.

14.9 Bizik will not process any Personal Data in a way which does not comply with the Contract, or the Data Protection Legislation, even where you instruct us to do so.

14.10 The Personal Data may include any bank or card details provided, full names, telephone numbers, email addresses, dates of birth, or identification numbers of the Client.

14.11 In your use of the Services, you must and must only instruct Bizik to monitor or record Client Contact in accordance with the Data Protection Legislation.

14.12 By entering into the Contract, unless otherwise confirmed in writing by you, you are instructing us to monitor and record Client Contact for and on your behalf as data processor, for the purpose of:

(a) establishing the relevant facts;

(b) protection of our staff handling the Client Contact;

(c) ascertaining or demonstrating to you that the Client Contact is being handled to the standards required; and/or

(d) ascertaining compliance with your regulatory obligations.

14.13 Bizik will ensure that throughout the duration of the Contract, it has in place appropriate technical and organisational measures which protect against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data. Such measures will be proportionate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, and will take account of the nature of the data to be protected, the state of technological development, and the cost of implementing any measures. We will also take reasonable steps to ensure compliance with these measures.

14.14 Both Bizik and you shall maintain the confidentiality of the Personal Data, and will only disclose this to certain of our staff who need to know it for us to meet our respective obligations under the Contract. Each of us will ensure that all staff who have access to, or process the Personal Data under or in connection with this Contract, are obliged to keep such Personal Data confidential.

14.15 Bizik shall, at your cost, provide any reasonable assistance you require with responding to any Data Subject requests, and ensuring compliance with your obligations under Articles 32-36 of the UK GDPR.

14.16 Bizik will notify you without undue delay if it becomes aware of a Personal Data Breach.

14.17 Bizik shall not engage any sub processors, except where:

(a) you have provided written consent;

(b) the sub processor has entered into a written agreement incorporating terms which are substantially similar to those set out in this clause ; and

(c) Bizik shall remain liable to you for all acts or omissions of the sub processor.

14.18 By entering into the Contract, you are providing Written consent to us appointing any member of our Group as a sub processor.

14.19 Where you do not consent to our use of an additional sub processor within 14 days of our request, we are entitled to terminate the Contract upon 14 days written notice, without liability to you.

14.20 Bizik will not transfer or otherwise process the Personal Data outside the UK, or the EEA, without obtaining your prior written consent.

14.21 Bizik shall make available to you all information, documentation and assistance reasonably required to enable you to verify compliance with this clause 14. You shall be entitled to audit our compliance with this clause 14 once per year, provided that:

(a) you provide us with reasonable prior notice;

(b) if you use a third party auditor, they are subject to confidentiality undertakings approved by us;

(c) each of us agree the scope, time and date of the audit in advance;

(d) all audits are carried out within our normal working hours; and

(e) you use all reasonable endeavours to minimise the disruption caused to us by the audit.

14.22 Bizik will delete (to the extent reasonably possible) or return the Personal Data to you on termination of the Contract or where you provide written instructions to do so save where we are required by law or a legitimate business need to retain it.

14.23 Nothing in this clause shall prevent Bizik from using anonymised data for internal purposes, such as improving and amending the Services.

15. Limitation of Liability & Events Beyond Bizik’s Control

15.1 This clause sets out the entire financial liability of Bizik, including in relation to any acts or omissions of its employees, agents, consultants, and subcontractors for which it may be liable. Where the word liability is used in this clause, it includes every kind of liability arising under, or in connection with, this Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.2 Subject to clause 15.3 below, Bizik’s total liability to you shall not exceed the aggregate amount paid by you to Bizik under the Contract in the 12 months before the liability arose.

15.3 Nothing in this Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.4 Subject to clause 15.3 above, all warranties, conditions and other terms implied by statute or common law (including those implied by sections 3 to 5 of the Supply of Goods and Services Act 1982) are excluded to the fullest extent permitted by law.

15.5 Due to the nature of the Services:

(a) Bizik gives no warranty or guarantee that the Services will not be uninterrupted or error-free; and

(b) there may be times when Bizik fails to record and pass on a message or other information to you correctly or accurately, and you agree that Bizik will not be liable for this.

15.6 Subject to clause 15.3 above, Bizik shall not be liable where any details and messages (including but not limited to telephone messages and messages taken on the live chat platform) cannot be taken, or are incorrectly relayed to you, as a result of mishearing or a miscommunication between Bizik and the Client.

15.7 Subject to clause 15.3 above, where Bizik is required under the Contract to take payments, you accept and acknowledge that Bizik shall carry out no verification of such details and shall not be liable for and liabilities arising out of a payment transaction. Bizik may decline to take payments at its sole discretion if you have not provided the appropriate training on your payment systems.

15.8 Bizik shall not be liable for the following types of losses under any circumstances:

(a) Loss of profits.

(b) Loss of sales or business.

(c) Loss of agreements or contracts.

(d) Loss of anticipated savings.

(e) Loss of use or corruption of software, data or information.

(f) Loss of or damage to goodwill.

(g) Indirect or consequential loss.

15.9 You accept and acknowledge that Bizik uses and relies on third-party service providers, including utilities, payment, and platform providers, to provide the Services. Bizik shall have no responsibility or liability of whatever nature, in respect of any third-party services.

15.10 Subject to clause 15.3 above, you must notify Bizik that you wish to make a claim within 12 months of the event which caused the claim to have occurred. The notice must be in writing, and must identify the event and the grounds for the claim in reasonable detail. If you do not do so, Bizik shall have no liability.

15.11 Bizik will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (External Event).

15.12 If an External Event occurs that affects the performance of our obligations under the Contract:(a) We will contact you as soon as reasonably possible to notify you; and

(b) Our obligations under the Contract will be suspended, and the time for performance of our obligations will be extended for the duration of the External Event. We will arrange a new date for performance of the Services with you, after the External Event is over.

15.13 Either of us may terminate the Contract affected by an External Event which has continued for more than 60 consecutive days. If the Contract is terminated, Bizik will refund any fees you have paid in advance, less the charges reasonably and actually incurred by Bizik in performing the Services up to the date of the occurrence of the External Event.

16. Intellectual Property & Ownership of Assets

16.1 Subject to clause 16.3 below, all intellectual property rights in or arising out of, or in connection with, the Services (other than intellectual property rights in any materials provided by you) and all software and hardware in whatever form provided by Bizik for the purpose of providing the Services, are owned by Bizik and will remain Bizik’s property.

16.2 We grant you:

(a) a non-exclusive, non-transferable licence to any such software, for the sole purpose of using the Service; and

(b) a worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business.

16.3 You acknowledge that, where Bizik does not own the software or hardware supplied, your use of rights is conditional on Bizik obtaining a written licence or sub-licence from the relevant licensor, on such terms as will entitle Bizik to licence such rights to you.

16.4 You shall not reproduce the software, shall keep it in confidence and shall not modify it.

16.5 You may not sub-license, assign or otherwise transfer the rights granted to you in this clause.

16.6 You grant Bizik a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you for the purpose of providing the Services to you.

16.7 The Contract shall not give you any rights of ownership in relation to telephone numbers provided by Bizik.

17. Termination

17.1 Without prejudice to any other rights or remedies that Bizik may be entitled to under the Contract or otherwise, Bizik may suspend the performance of the Services, or terminate the Contract with immediate effect and without liability, by giving written notice to you, if:

(a) you commit a breach of any term of the Contract, and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you repeatedly breach any term of the Contract, irrespective of whether previous breaches have been remedied, in accordance with clause 17.1(a) above;

(c) you fail to pay any amount due under the Contract on the due date for payment;

(d) your financial position deteriorates to such an extent, that in our opinion, your capability to fulfil your obligations under the Contract adequately has been placed in jeopardy;

(e) you (in the case of an individual or sole trader) become bankrupt or (in the case of a corporate entity) become insolvent, be wound up, make any arrangements or composition with its creditors, pass a resolution for, or is the subject of, a winding up order, or any event should occur which is analogous to such events; or

(f) clause 7.1(c) applies;

(g) Clause 15.13 applies; or

(h) where, in our opinion, you are using the Services for any matter, or in any way which in Bizik’s opinion, is unethical, illegal or could adversely affect Bizik’s reputation.

17.2 You may terminate the Contract with immediate effect by giving written notice to Bizik, if Bizik becomes insolvent, is wound up, or passes a resolution for, or is the subject of, a winding up order.

17.3 Either of us may terminate the Contract after the expiry of the Initial Term, by sending written notice to the other in accordance with the relevant Notice Threshold. Such notice may not be served during the Initial Term, and will have the effect of terminating the Contract from the date of the next invoice.

17.4 Termination of the Contract will not affect your or our rights and remedies that have accrued as at the date of termination.

17.5 On termination of the Contract for any reason, you shall:

(a) immediately pay to Bizik all outstanding unpaid invoices and any applicable interest. In respect of the Services supplied, but for which no invoice has been submitted, Bizik may submit an invoice, which shall be payable immediately on receipt; and

(b) cease to make use of the Services in their entirety, including but not limited to, ceasing to use any telephone lines, the online platform provided, and ceasing to divert calls to Bizik.

18. Administrative & Other Terms

18.1 Notices & Communications

(a) Any notice or other communication given under or in connection with the Contract must be in writing (which includes email) and be delivered personally, sent by pre-paid first class post, or other next working day delivery service, or email.

(b) All communications and notices to be sent to you by Bizik, will be sent to the email address and/or physical address provided by you to Bizik, when you purchase any Services.

(c) All communications and notices to be sent by you to Bizik must be delivered at, or addressed to, Bizik Ltd at 11-15 Betterton Street, Covent Garden, London, United Kingdom, WC2H 9BP, or sent by email to enquiries@bizik.co.uk.

(d) A notice or other communication is deemed to have been received:
(i) if delivered personally, on signature of a delivery receipt, or at the time the notice is left at the correct address;
(ii) if sent by pre-paid first-class post, at 9.00am on the second working day after posting; or
(iii) if sent by email, at 9.00am the next working day after sending, provided that the email has been sent to the correct email address, and no error or undeliverable message has been received.

(e) Where deemed receipt would occur outside business hours in the place of receipt, it will be deferred until business hours resume. Business hours means 9.00am to 5.00pm, Monday to Friday, on a day that is not a public holiday in the place of receipt.

(f) The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18.2 Variation

(a) Subject to clause 18.2(b) below, any variation of the Contract shall only have effect if it is in writing and signed by each of us.

(b) Except as expressly stated otherwise, Bizik may vary these terms, the Services, Plans and Descriptions of any of our Services, on 14 days prior written notice.

18.3 Waiver

(a) 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 to waive any other subsequent right or remedy.

(b) A failure or delay by either of us to exercise any right or remedy provided under the Contract or by law, shall not be 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.

(c) No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18.4 Severance

(a) Each term of the Contract is separate from one another.

(b) If any court or relevant authority decides that any of the terms, or any part of a term, is invalid, unlawful or unenforceable, such term, or part of it, shall be deemed amended to the minimum extent required to make it valid, lawful and enforceable.

(c) Where an amendment as described above is not possible, the relevant term, or part of it, shall be deemed deleted.

(d) The remainder of the Contract, including all other terms, will remain in full force and effect.

18.5 Rights of Third Parties

The Contract is between you and Bizik. No other person has any right to enforce any of its terms.

18.6 Assignment

Bizik may assign, mortgage, charge, subcontract, delegate, transfer, or otherwise deal with all of its rights and obligations under the Contract.You may not do so without the prior written consent of Bizik.

18.7 Survival

Any provision of the Contract that is intended to apply, or continue to apply, on or after termination (expressly or by implication), will remain in full force and effect.

18.8 Working Relationship

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

18.9 Entire Agreement

(a) The Contract, together with any documents referred to within it, is the entire agreement between you and Bizik. It replaces and terminates all previous and simultaneous agreements, promises, assurances, and understandings, whether written or oral, relating to its subject matter.

(b) Each of us acknowledges that in entering into the Contract, we do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

(c) Each of us agrees that we shall have no claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in the Contract.

(d) Nothing in this clause limits or excludes liability in relation to fraud.

18.10 Governing Law & Jurisdiction

(a) The Contract (and any dispute or claims arising out of or in connection with it or its subject matter or formation) is governed by, and shall be construed in accordance with English and Welsh law.

(b) You and Bizik irrevocably agree that the English Courts shall have exclusive jurisdiction of all such claims and disputes.