Scrazzl Limited ("Scrazzl") Marketing Services Terms and Conditions

Scrazzl Limited ("Scrazzl") Marketing Services 

Terms of Service

This Agreement (as defined below) is entered into between you (the “Customer”/”You”), and Scrazzl Limited (registered number: 471397) located at Dromkerry, Fossa, Killarney, Kerry, Ireland ("Scrazzl").  

By completing the online order process when subscribing for the Scrazzl Marketing Service, you hereby accept and agree to be bound by this Agreement which governs the supply of marketing services to You by Scrazzl (as defined below). The terms set out in the online order process are hereby incorporated into this Agreement. If the terms set out in the online order process conflict with this Agreement, then the terms of the online order process shall apply to the extent that they conflict.

Scrazzl reserves the right to change or modify any of this Agreement in its sole discretion at any time. Any updates to this Agreement will apply thirty (30) days after posting. The Customer’s continued use of any part of the Scrazzl Marketing Services following this thirty (30) day period will constitute your acceptance of such changes or modifications.

1. Definitions

"Acceptance Date" means either: (i) the date on which Customer accepts this Agreement online through the online order process or (ii) the date otherwise agreed in writing between the parties as the acceptance date; 

"Agreement" means (i) these Terms (including the terms set out in the online order process), (ii) any document which references these Terms and the following, which are incorporated into the Agreement by reference: (iii) the Policies; and (iv) any other document(s) which the parties mutually execute and agree shall incorporate the Terms;

 Catalogue” means the Customer marketing material that features the Customer products;

"Confidential Information" means (i) Customer passwords; (ii) Catalogues, prior to publication; (iii) the terms of this Agreement; (iv) either party’s business or financial information and plans, works in progress, work processes, trade secrets, or other secret or confidential matter related to either party’s business or projects and/or their affiliated or subsidiary companies; and (v) any other information or access to technology prior to public disclosure provided by Scrazzl to Customer and identified at the time of disclosure in writing as confidential and/or proprietary; (vi) Scrazzl Marketing Service features which are non-public and identified as "Beta" or "Trial". 

“Customer" means the entity to whom Scrazzl provides the Scrazzl Marketing Services;

“End-Users” means the registered users of the Scrazzl website/services or other end-users of the Scrazzl Services;

 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, feedback, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

 Listing” means the placement of the Catalogue on the Scrazzl Website or Partner Website;

"Partner" means the third party owner and/or operator of a Partner Website;

"Partner Website" means any website, application, content, property or any other media owned, operated, or provided by a Partner upon which Scrazzl places the Catalogue ;

"Scrazzl Policies" means the Scrazzl’s policies from time to time located at: or such other URL as made available to You from time to time;

"Scrazzl Marketing Services" means the different types of Scrazzl marketing products and services as may be more particularly detailed by Scrazzl: (i) on the Scrazzl Website or (ii) in any other document as made available by Scrazzl;

"Scrazzl Website" means the website, operated by Scrazzl;

"Terms" means these terms and conditions.

2. Scrazzl Marketing Services 

2.1 In consideration of the fee paid by the Customer as set out in the online order process, the Customer hereby subscribes to the Scrazzl Marketing Services. Scrazzl may update the Scrazzl Marketing Services from time to time in its sole discretion.  Any updates to the Scrazzl Marketing Services shall be subject to this Agreement unless otherwise agreed between the parties. Optional or updated features may be subject to additional fees. 

2.2 The Customer hereby consents to Scrazzl creating, amending and updating the Customer Catalogue, Listings and other content on behalf of the Customer and to place such material across Partner Websites in Scrazzl’s sole discretion.

2.3 Scrazzl does not guarantee: (i) the timing of delivery of any Scrazzl Marketing Services or (ii) the number (if any) of any conversions or clicks on any Listing or Customer Catalogue on any Partner Website or Scrazzl Website. 

3. Listing of Catalogues

3.1 The Customer shall submit a Catalogue in accordance with such due date communicated by Scrazzl. The Listing of a Catalogue on the Scrazzl Website or any Partner Website (if applicable) is at Scrazzl’s and/or Partner's sole discretion respectively; 

3.2 If the Customer asks Scrazzl to carry out the Listing or modification of a Catalogue or any element of Catalogue, any such Listing or modification carried out by Scrazzl shall be deemed approved by Customer from the earlier of: (i) confirmation from Customer, and (ii) the end of the 5th working day following the Listing or modification carried out by Scrazzl. If Customer does not approve of the Listing or modification, it must inform Scrazzl within 5 working days of the Listing or modification.

3.3 The Customer is solely responsible for all websites to which a Listing or Catalogue directs users (including without limitation content on the domain or landing page reached by clicking on the Listing or Catalogue). The Customer acknowledges that Scrazzl shall not be liable under any circumstances for any losses or damages caused to users from such third party websites.  

3.4 Scrazzl and/or any Partner Website shall have the right at any time to reject, or remove any Listing or Catalogue for any or no reason without any liability to the Customer. In addition, Scrazzl may at any time modify the Catalogue to the extent reasonably required to comply with the technical specifications and/or policies related to any Scrazzl Website or any Partner Website, or as described in the Policies. Any other modification to Catalogue shall only be made by Scrazzl: (i) in accordance with clause 3.2, or (ii) following Customer authorization.

4. Partner Websites. The Customer agrees and undertakes to contact Scrazzl directly regarding any communication or query regarding Listing or Catalogue on any Partner Websites. If a Catalogue is placed on Partner Website, the Customer acknowledges and agrees that the placement of such Catalogue shall provide Partner(s) with access to the content of the Catalogue including (without limitation) any images and any URL(s), any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks. 

5. Prohibited uses. The Customer shall not, and shall not allow any third party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries or clicks or conceal conversions by using methods including but not limited to the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimisation services and/or software; (ii) use any automated means, form of scraping or other such data extraction methods to access, query or otherwise collect and use Scrazzl marketing related information from any Scrazzl Website unless expressly permitted by Scrazzl  in writing; (iii) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Customer's Catalogue is displayed, placed or otherwise made available; (iv) violate any technical specifications posted on any Scrazzl Website, and/or the Policies, as revised from time to time; (v) engage in any other illegal or fraudulent business practice under the laws of any state or country where Catalogue is made available. 

6. Payment, pricing and reporting.  

6.1 Payment. Customer shall pay Scrazzl in accordance with the pricing model applicable to the type of Scrazzl Marketing Services selected by Customer and as agreed with the Customer in the online order process. This may include an amount which is prepaid in advance by the Customer (“Prepaid Fee”). The first such prepay payment shall be referred to as the “Initial Prepaid Fee”. Scrazzl and Customer shall mutually agree the method of payment and record the agreed method in the online order process. All sums stated in this Agreement are exclusive of VAT unless stated otherwise. Customer shall pay the sums (including, if applicable, VAT and any other applicable taxes or charges imposed by any government entity) in the manner dictated by the method of payment agreed between the parties and recorded in the Order Form. If payment is not made when due, Scrazzl may charge interest at the rate of 2% per annum above the prevailing base rate of for the time being of the European Central Bank (or if such base rate ceases to be published then at such other comparable rate as the parties may agree upon in writing from time to time from the due date until the date of actual payment, whether before or after judgment. Scrazzl may change its minimum pricing, if applicable,at any time. Fees shall be calculated solely based on records maintained by Scrazzl. Scrazzl shall provide the Customer with password-protected access to online reporting information so that Customer may monitor its account and fees owed to Scrazzl.  

6.2 Automatic Recharge. Where the Customer agrees to an automatic recharge option, then if during the Term, the amount of the Customer’s Prepaid Fee at any point falls below falls below an agreed level, Scrazzl shall automatically recharge the Customer account with an amount to bring the Prepaid Fee back to the same amount as the Initial Prepaid Amount and shall use the payment method as the Customer initially used or by some other amount defined in advance by that customer.

6.3 Refund. An amount of the Prepaid Fee that equates to 40% of the Initial Prepaid Fee paid will be non-refundable and non-cancellable under any circumstances whatsoever. In terms of any remaining balance of the Prepaid Fee which is unused, if the Customer wishes a refund, the Customer must submit a written request and Scrazzl may in its sole discretion provide a refund to the Customer. If Scrazzl provides the Customer with a refund, the Customer hereby waives any and all other rights it may have against Scrazzl in respect of the Scrazzl Marketing Services or otherwise.

7. Representations and Warranties

7.1 Customer represents and warrants that (i) it has the legal authority to enter into this Agreement; (ii) all of the information provided by Customer to Scrazzl is complete, correct and current; (iii) it has all necessary rights to permit and hereby grants Scrazzl and any Partner Website all such rights which are necessary for Scrazzl and any Partner(s) to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute Catalogues  ("Product Marketing Use"); (iv) it will not breach or circumvent any Scrazzl security measure or knowingly provide Catalogues or any other content containing malware, spyware or any other malicious code and (v) Product Marketing Use in accordance with this Agreement and the websites and/or landing pages linked from Listing or Catalogues shall not: (a) violate or encourage violation of any law or applicable regulation or code of practice (including advertising standards codes of practice applicable in any  jurisdiction); (b) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory.

7.2 To the maximum extent permitted by law, the Scrazzl Marketing Services are provided “as is” and used at the Customer’s sole risk with no warranties whatsoever. Scrazzl makes no warranties in relation to any Partner Websites. Each party waives its rights against the other in respect of all warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either party's liability for fraud.

8. Indemnity. Customer shall indemnify and defend Scrazzl its agents, affiliates, directors, officers, employees and Partners ("Scrazzl Indemnified Persons") from and against (i) any claims, losses, liabilities, expenses, damages and settlement amounts (including legal fees and costs) incurred by any Scrazzl Indemnified Person(s) arising out of Customer's breach of these Terms; or (ii) any claims, losses, liabilities by any third parties or End-Users caused as a result (either directly or indirectly) of the Customer’s products, Catalogue or other Customer materials provided to Scrazzl, or relating to websites which the Customer may direct third parties. 

These indemnification obligations shall exist only if Scrazzl: (i) promptly notifies the Customer of any claim; (ii) provides Customer with reasonable information and cooperation in defending the claim; and (iii) gives Customer full control and sole authority over the defence and settlement of such claim. The Scrazzl Indemnified Persons may join in the defence with counsel of its choice at its or their own expense.

9. Limitation of liability

9.1 The Customer acknowledge and agrees that Scrazzl shall not be liable for any direct, indirect, special, incidental or consequential damages whatsoever, whether based in contract, tort or other legal theory, and whether or not Scrazzl has been notified of such damages, arising out of (i) the use of or inability to use the Scrazzl Marketing Service, or (ii) any actions or inactions by Partners or End-Users of the Scrazzl Marketing Service.

9.2 Nothing in this clause 9 shall limit liability for death or personal injury caused by a party's negligence.

9.3 If either party is held liable under this Agreement for any reason, then except for the payment obligations set out in clause 6, indemnity obligations set out in clause 8 and/or a breach of clause 10 (Confidentiality) each party's liability to the other arising from any given event or series of connected events, shall be limited to the amount paid or payable by the Customer to Scrazzl under this Agreement in the three months immediately preceding the preceding the month in which the event (or first in a series of connected events) occurred; and (ii) neither party shall be liable in contract, tort (including, without limitation, negligence), for pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special, indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.

9.4 The Customer acknowledges that Scrazzl shall under no circumstances be liable for any reason whatsoever for any claim, damages or loss (whether direct or indirect) arising or relating to Partner Websites, or any actions or inactions by Partners, or End-Users of the Scrazzl Marketing Service.

10. Confidentiality

10.1 Subject to clauses 10.2 and 10.3 below, during the term of this Agreement and for a period of five (5) years following the termination of this Agreement, neither party shall disclose Confidential Information of the other party to any third party without prior written (including in an email) consent except as provided herein. The Customer is solely responsible for the Customer online accounts. 

10.2 Scrazzl may share Confidential Information of Customer with any Partner or subcontractor for the purposes of the provision of the Scrazzl Marketing Services. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Scrazzl may be shared by Scrazzl with companies who work on Scrazzl’s behalf solely for the purpose of performing credit checks, effecting payment to Scrazzl and/or servicing Customer's account. The Customer warrants that it has all necessary consents required for providing such information to Scrazzl.

10.3 Confidential Information does not include information that has become publicly known through no breach by a party, or has been (a) independently developed without access to the other party's Confidential Information; (b) received from a third party; or (c) required to be disclosed by law or by a governmental authority.

11. Termination and Effects of Termination 

11.1 This Agreement shall commence on the Acceptance Date and shall continue for a period of one year from the Acceptance Date (the “Term”). The Agreement shall renew automatically for additional terms of one year thereafter unless the Customer gives 90 days written notice of termination prior to the end of the Term.

11.2 This Agreement may be terminated by either party providing written notice of thirty (30) days (including without limitation email notice) to the other party if the other party is in material breach of the Agreement, unless the breach is cured within thirty (30) days.

11.3 Upon expiration or termination of this Agreement: (i) Scrazzl may in its sole discretion disable or delete any Customer account; (ii) Customer shall immediately pay any amounts which are outstanding at the date of termination and (iii) each party shall upon request return Confidential Information of the other. 

11.4 Suspension of Account. Scrazzl reserves the right to suspend the Customer account for any or no reason. In such an event, Scrazzl shall have no liability to Customer whatsoever and all fees payable prior to such suspension shall be due and payable.

12. Marketing. The Customer hereby agrees that Scrazzl may publicly disclose and use the Customer’s name and logo on the Scrazzl Website as part of its customer list and to provide a link to Customer’s website from Scrazzl Website (subject to any reasonable usage conditions by the Customer). Other than the limited right above, no rights are granted by either party to the other in respect of its trademarks, tradenames, product names or logos. 

13. Intellectual Property

13.1 The Customer hereby acknowledges that Scrazzl shall own any and all right, title, and interest, including all related Intellectual Property Rights, in and to the Scrazzl Marketing Services. All rights and licences not expressly granted to the Customer under this Agreement are reserved to Scrazzl. 

13.2 All Customer material submitted to the Scrazzl Marketing Service by the Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable. 

14. Assignment. The parties shall only be entitled to assign or otherwise transfer their rights and/or obligations under this Agreement with the prior written consent of the other (such consent not to be unreasonably withheld or delayed) except that Scrazzl shall be entitled to assign or otherwise transfer any of its rights or obligations under this Agreement without consent to a subsidiary or holding company of Scrazzl or a purchaser of all or a substantial part of the assets of Scrazzl.

15. Rights of third parties. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

16. Force majeure. Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Scrazzl’s sub-contractors or Partners. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six (6) months, the party not affected may terminate this agreement by giving one calender month written notice to the other party.

17. Entire Agreement. This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

18. Waiver and cumulative rights. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 

19. Severance. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. No-Agency. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. 

21. Notices. Unless otherwise expressly provided, any notices shall be sent to the addresses set out in this Agreement (or detailed in the online ordering process) with a copy to the chief executive officer via (i) confirmed email, with a copy sent via first class or air mail; or (ii) courier services, and shall be deemed given upon receipt. 

22. Law and jurisdiction. This Agreement shall be governed by and construed in accordance with Irish law and the parties hereby submit to the exclusive jurisdiction of the Irish courts in respect of any dispute or matter arising out of or connected with this Agreement.

23. In article Highlights. The in articles hyperlinks of products on partner websites are produced by scrazzl limited and not the author of the paper.

Last Updated 30 August 2012