The BlueBox Terms of Business

TERMS AND CONDITIONS:

1. Definitions and Purpose

This document is provided in good faith and without prejudice and sets out the terms governing the relationship between BlueBox and the Customer.

In the event that you are representing a company or other organisation, you hereby state that you, the person named above, are duly authorised to do so.

2. The Parties

This Agreement is entered into between:

3. Background and Summary

BlueBox has developed proprietary software products and modules which the Customer intends to use as an end-user.

4. Commencement and Duration

This Agreement shall commence on the date of acceptance of these Terms by the Customer and shall continue until terminated.

Either party may terminate this Agreement by providing written notice as follows:

• One (1) calendar months’ notice by the Customer; or
• Three (3) calendar months’ notice by BlueBox.

5. Warranty Disclaimer and Limitation of Liability

Nothing in this Agreement is intended to exclude or limit any statutory consumer or corporate rights which cannot lawfully be excluded.

Within the limits permitted by applicable law, you acknowledge that you have independently reviewed and evaluated BlueBox products and services and have satisfied yourself as to their suitability and fitness for your intended purposes.

Except as expressly stated, BlueBox provides its products and services ‘as is’ and ‘as available’, without warranties of any kind, whether express or implied, including but not limited to warranties of performance, merchantability, or fitness for a particular purpose.

To the maximum extent permitted by law:

• BlueBox is notified promptly of the malfunction; and
• No unauthorised third party has interfered with the system.
• Under no circumstances shall BlueBox be liable for any indirect, incidental, special, consequential, or economic loss, including but not limited to loss of income, loss of profits, loss of data, business interruption, or reputational damage, whether suffered by you or any associated party (including staff, customers, suppliers, or affiliates), howsoever arising.

6. Payment

You agree to pay all invoices issued by BlueBox in accordance with the following terms:

• the commencement of the project,
• the start of system setup or development, or
• the installation date of the system.

7. Software Licensing

Where applicable, BlueBox grants you a non-exclusive, non-transferable, revocable licence to use BlueBox products for the duration of this Agreement, solely for your internal business purposes and solely via a single hosted instance of the software operated and maintained by BlueBox.

You shall not:

• copy, sublicense, sell, assign, or otherwise transfer the software or licence;
• permit unauthorised access to the software, source code, credentials, or systems; or
• attempt to access, modify, or reverse engineer the source code.

All rights not expressly granted are reserved by BlueBox.

8. Backups and Data Responsibility

BlueBox systems are backed up regularly, and stored for a limited period, as part of our operational procedures. However, you acknowledge and agree that, when it comes to your data, you bear sole responsibility for the backing up and retention of any data residing within any BlueBox product or service-related database.

While BlueBox may provide data backup, extraction or export tools, the provision of such tools does not constitute a backup service, and responsibility for maintaining adequate backups remains with you at all times.

9. Hardware

BlueBox does not warrant or guarantee that any hardware provided or selected by you will be compatible with its software or systems. The responsibility for ensuring compatibility rests entirely with you.

Ownership, risk, maintenance, repair, and replacement of all hardware shall remain solely your responsibility.

In the event that any hardware becomes non-functional or incapable of operating the BlueBox software:

BlueBox’s obligations under this Agreement shall be suspended for the duration of such non-functionality; and

10. Confidentiality and Non-Disclosure

Each party may receive confidential or proprietary information relating to the other party’s business.

The receiving party agrees to:

• Keep all confidential information strictly confidential;
• Use such information solely for purposes of performing this Agreement;
• Not disclose or reproduce the information without prior written consent;
• Not reverse engineer, decompile, or derive works from proprietary materials.
• The receiving party shall ensure that its employees, contractors, and agents are bound by confidentiality obligations no less restrictive than those contained herein.

11. Intellectual Property and Data Ownership

All intellectual property rights, whether existing or future, embodied in BlueBox products or services remain the exclusive property of BlueBox.

You shall not challenge or dispute such ownership at any time.

Third-party or open-source components remain subject to their respective licences.

BlueBox acknowledges that all customer data input by you through the system remains your property and shall be accessible during the term of this Agreement and for thirty (30) days following termination.

12. Data Protection and GDPR Compliance

Each party agrees to comply with the UK GDPR, EU GDPR, and all applicable data protection laws.

BlueBox:

• Acts primarily as a Data Processor;
• Is registered with the UK ICO (Reg No. ZA319494);
• Maintains appropriate technical and organisational safeguards;
• Will notify the ICO and affected parties of material breaches within 48 hours.

Where you use BlueBox systems to process personal data, you act as a Data Controller and undertake to:

• Obtain lawful, informed, and unambiguous consent;
• Respect data subject rights;
• Implement appropriate security measures;
• Maintain audit records;
• Notify BlueBox immediately of any data breach.

13. Service Levels (SLA)

BlueBox provides software services on a 24/7 availability basis, subject to maintenance and unforeseen outages. Support requests must be logged via support@blueboxonline.com

Support availability:

• Weekdays during UK business hours;
• After-hours emergency support where reasonably available (no guaranteed response times).

Service classifications:

• Critical Outage: Respond as soon as possible.
• Partial Outage: Response within 24 hours.
• Feature Requests: Logged and assessed; may be included as general features or quoted separately.

14. Breach and Termination

If either party breaches this Agreement, the non-breaching party may require rectification within seven (7) days.

Failure to remedy may result in immediate termination without prejudice to other rights.

15. Assignment

You may not assign or transfer this Agreement without BlueBox’s prior written consent.

BlueBox may assign this Agreement upon written notice.

16. General

No waiver shall be effective unless in writing.

This Agreement constitutes the entire agreement between the parties.

Any amendment must be in writing and signed by both parties.

This Agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.