Terms of Use/User Agreement

USER AGREEMENT FOR ONE MILLION STEPS

• Introduction and Terms used
• One Million Steps is a platform that integrates health, wellness and fundraising. It allows users to take up challenges in a more flexible way. Importantly, it allows community groups and charities to harness the power of community action to support their causes.
• The following User Agreement lists the Terms and Conditions of use for One Million Steps (Terms). Please read this User Agreement carefully before clicking ‘I accept these Terms’ when you first install and/or register to use the Services. By indicating your acceptance, you agree to be bound by these Terms. If you do not agree to these Terms do not proceed to register and/or use the Services.
• The User Agreement is a legally binding agreement between you and One Million Steps. The User Agreement is valid from 1 December 2018 and is effective upon acceptance for new users.
• You acknowledge and agree that you have read and do agree to comply with our Privacy Policy [LINK] hereby incorporated by reference into and made part of this User Agreement.

1. Interpretation
   • In this User Agreement the following expressions shall have the following meanings:

• Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
• A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
• A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
• A reference to writing or written includes faxes but not e-mail.
• References to clauses are to the clauses of this agreement.

2. General
   • OMS is a web-based platform that facilitates fundraising by individuals, businesses and charities. Businesses, Charities and Individuals can register with OMS to operate and manage Challenges. Employees, charity supporters and friends and family can participate in the Challenges to raise funds.
   • The use of the Services are for persons only over the age of 18 years old. You may not use the Services if you are under 18 years of age or if your account has been cancelled or suspended.
   • For persons to register with OMS, all of the details you provide must be correct. Personal details will include real name, address, email address, phone numbers, and a valid credit/debit card corresponding to the address or alternative payment method which may include PayPal or Stripe. You must warrant this information to be true and agree to update your information immediately following any change in the details that OMS is holding on your account.
   • For persons registering a business entity or charity, you must represent that you have authority to legally bind the business entity and warrant that the information provided by you in relation to the business entity is correct - including registered office address, phone numbers, business information, tax/vat numbers and agree to update this information should there be any change in the details that OMS is holding on your account. You must also comply with all applicable laws relating to online trading. If OMS subsequently finds that it has been provided with information that is incorrect or misleading, OMS reserves the right immediately to cancel the account without prior notice.
   • You warrant that all donations received through OMS will be utilised solely as described in information posted by you in connection with your Challenge.
   • OMS reserves the right to delay or reject any registration with OMS. If your application is rejected OMS has no obligation to give a reason for rejection but will generally inform you by email.
   • OMS reserves the right to cancel your account at its sole discretion if it deems that this action is warranted.
   • If OMS subsequently finds that it has been provided with information that is incorrect or misleading, OMS reserves the right immediately to cancel the account without prior notice.
   • OMS provides a platform for multiple parties but is not involved in or responsible for any transaction between the parties. Should any dispute arise between any users of OMS, OMS is released without limitation from any dispute between the parties.
   • OMS facilitates the operation of a Challenge by a Business, Charity or Individual and permits Donors to make donations to the Customer or the Customer’s Nominated Charity (as the case may be).
   • OMS does not automatically verify or validate the identity of users or any information provided by Customers and is not responsible for ensuring the accuracy or truthfulness of users’ identity or the validity of the information they provide to or post on OMS. 
   • For Customers:
     • On registering to participate in a Challenge you will pay the Challenge Fees. Your Subscription will include such number of items of OMS Hardware/Additional Hardware as you select.
     • You will be provided with the option to elect to pay the Challenge Fees of each Participant on their behalf.
     • You can create you own Challenge Portal and issue invitations to an unlimited number of individuals inviting them to take part in your Challenge.
     • Your Challenge Portal will link to all participants in your Challenge and display a leaderboard with names and number of steps of all Participants in your Challenge.
     • You can elect to raise funds for yourself (if you are a Charity) or for a Nominated Charity (if you are a Business or Individual). Your Nominated Charity will be required to register with OMS.
   • For Participants:
     • Participation in any Challenge is at your own risk. You warrant to us that you are sufficiently fit and healthy to participate in the Challenge. If you are in any doubt we recommend that you seek medical advice prior to commencing any Challenge.
     • At the time of registering for a Challenge, you will pay the Challenge Fees unless the Customer operating the Challenge has elected to pay your Challenge Fees on your behalf.
     • Your name, fundraising levels and the number of steps will be available on your fundraising profile page and is visible to the general public. It will also be available to the relevant charities or businesses participating in the Challenge you are undertaking. Please do not register to use OMS if you do not want this information to be available.
   • For Charities:
     • If you are registering a Charity, you must have all appropriate registration, authorisation and approval to operate as a Charity in the UK. OMS reserve the right to refuse to register any Charity that is unable to provide evidence of registration/approval by appropriate authorities. You must maintain such authorisation throughout the course of a Challenge. In the event of such authorisation lapsing during a Challenge Term, you must immediately notify us in writing.
     • You authorise us to collect donations on your behalf from third parties. We will retain these funds during the course of a Challenge and will transfer all donated sums to you at the end of a Challenge in accordance with clause 12.
     • A charity must, under no circumstances, ask, encourage or direct Participants or Donors to another fundraising platform to collect donations.  OMS provides an intergrated fundraising platform and all Charities are under obligation to use this service.  Where a Charity can be found to be actively collecting donations elsewhere, OMS reserves the right to reclaim admin fees and commission as appropriate and/or immediately stop an event from proceeding further. 
     • In the event of any chargebacks, you authorise to deduct those sums from funds we are retaining on your behalf.
     • Subject to OMS receiving the necessary approval from HMRC to allocate Gift Aid to any Charity, OMS will make arrangements to obtain Gift Aid on all eligible donations on behalf of a Charity. Any Gift Aid shall be paid out within 5 Business Days of OMS receiving the Gift Aid from HMRC. 
     • OMS does not currently provide Gift Aid collection services.  All application for and collection will be carried out by the Charity after the event. 
     • The Charity shall provide OMS with all information it reasonably requires in order to make any Gift Aid claim on behalf of the Charity.
   • For Donors:
     • OMS will be responsible for processing all payments relating to the donations from Donors to Customers or their Nominated Charity (as the case may be).
     • OMS does not verify how any funds donated using OMS Services will be used. The party to whom you make a donation will be solely responsible for how your donation is applied. OMS has no liability for any use or misuse of donations made using OMS Services.
     • Donors are liable for the fees of third-party transaction processing agents including but not limited to Stripe and Paypal.
     • All donations are final. Once a Donor has made a donation, OMS has no further responsibility and any further matters shall solely be between the Donor and the Customer. It is the responsibility of all Donors to ensure they have verified the identity of the party to whom they are making a donation. OMS does not process any refunds of donations made by a Donor.
     • OMS charges a small transaction fee, details of which are set out in Clause 12. These fees will be deducted from your donation unless you elect to pay these in addition to your donation to allow the Charity to receive the full donation amount.
     • If you are a UK taxpayer you can elect for Gift Aid on your donation. You must be a UK taxpayer in order to make this election. Not every donation is eligible for Gift Aid.

3. OMS Hardware and OMS Hardware Codes
   • OMS shall supply all items of OMS Hardware and Additional Hardware, together with all related documentation provided by third-party manufacturers of items of OMS Hardware and Additional Hardware.
   • On registering with OMS for a Challenge, the Customer shall be issued with OMS Hardware Codes for each item of OMS hardware selected. These codes shall entitle Participants nominated by the Customer to one pedometer each from the Customer’s subscription. The Customer is responsible for distributing the OMS Hardware Codes to its selected Participants. Customers can opt to purchase Additional Hardware at any time prior to the commencement of the Challenge.
   • Participants who do not have an OMS Hardware Code will be issued with a pedometer as part of their Subscription and the cost will be included in their Challenge Fees.
   • OMS shall deliver the items of OMS Hardware and Additional Hardware to the Customer’s premises by mail carrier.
   • OMS warrants that:
     • the OMS Hardware and Additional Hardware will be new and of satisfactory quality; and
     • as far as it is able, OMS will pass on to the Customer the benefits of any Manufacturers' Warranties.
   • If the OMS Hardware becomes defective within one year immediately following the purchase the following shall apply:
     • the     Customer may return the OMS Hardware for testing by OMS. The Customer must send (at the Customer’s expense) the OMS Hardware to OMS by recorded delivery to a designated address to be confirmed by contacting OMS on support@millionsteps.com . The OMS Hardware must be received by OMS no later than one year immediately following the date the Customer purchased the OMS Hardware.
     • If OMS conclude that the OMS Hardware is defective due to a fault of OMS, OMS will provide replacement OMS Hardware to the Customer via recorded delivery at the expense of OMS.
     • If the OMS Hardware is not defective, or if there is a defect arising fault of the Customer, the Customer will have a period of 14 days to send OMS a pre-paid recorded delivery envelope covering the amount required to post the OMS hardware in order for OMS to return the OMS Hardware be to the Customer.

4. Subscriptions
   • Subject to the Customer purchasing the Subscriptions in accordance with clause 3 and clause 12.1, the restrictions set out in this clause 4 and the remained of these Terms, OMS hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Challenge Term.
   • The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
     • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
     • facilitates illegal activity;
     • depicts sexually explicit images;
     • promotes unlawful violence;
     • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
     • in a manner that is otherwise illegal or causes damage or injury to any person or property;
   • and OMS reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
   • The Customer shall not:
     • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
       • and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
       • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
     • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
     • use the Services and/or Documentation to provide services to third parties; or
     • subject to clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
     • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
   • The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify OMS.
   • The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
5. Additional Subscriptions and Additional Hardware
   • Subject to clause 2 and clause 5.3, the Customer may, from time to time during any Challenge Term, purchase additional Subscriptions or Additional Hardware subject to paying to OMS such applicable additional Challenge Fees as are set out in the Published Price List and OMS shall grant access to such additional Subscriptions and/or Additional Hardware and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms.
   • If the Customer wishes to purchase additional Subscriptions and/or Additional Hardware, the Customer shall notify OMS in writing. OMS shall evaluate such request for additional Subscriptions or Additional Hardware and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld).
   • If OMS approves the Customer's request to purchase additional Subscriptions and/or Additional Hardware, the Customer shall, within 30 days of the date of OMS's invoice, pay to OMS the relevant fees for such additional Subscriptions and/or Additional Hardware as set out in the Published Price List and, if such additional Subscriptions and/or Additional Hardware are purchased by the Customer part way through the Initial Challenge Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Challenge Term or then current Renewal Period (as applicable).
6. Services
   • OMS shall, during the Challenge Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
   • OMS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
     • planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
     • unscheduled maintenance performed outside Normal Business Hours, provided that OMS has used reasonable endeavours to give the Customer reasonable notice in advance.
   • OMS will, as part of the Services and at no additional cost to the Customer, provide the Customer with OMS's standard customer support services during Normal Business Hours in accordance with OMS's Support Services Policy in effect at the time that the Services are provided. OMS may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately at OMS's then current rates.
7. Customer Data
   • The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   • OMS shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at millionsteps.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by OMS in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for OMS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by OMS in accordance with the archiving procedure described in its Back-Up Policy. OMS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by OMS to perform services related to Customer Data maintenance and back-up).
   • OMS shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at millionsteps.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by OMS in its sole discretion.
   • If OMS processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and OMS shall be a data processor and in any such case:
     • the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and OMS's other obligations under this agreement;
     • the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to OMS so that OMS may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
     • the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
     • OMS shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
     • each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
   • Customers and Participants acknowledge and agree that as part of the Services, certain information provided to OMS shall be visible to other users. This includes your user name and number of steps walked. If you do not want any of your personal information shared in this way you should not register with OMS or use OMS Services.
8. Marketing Data Extraction
   • The Customer grants OMS the right to extract Customer Data in an anonymised form for the following purposes only:
     • identifying marketing trends; or
     • identifying user patterns.
   • The right granted by the Customer to OMS pursuant to clause 1 is subject to OMS’s data protection obligations under clause 5 and OMS warrants that the procedure adopted to anonymise the Customer Data so extracted is in line with Good Industry Practice.
9. Third Party Providers
   • The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. OMS makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not OMS.  OMS recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  OMS does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
10. OMS' Obligations
    • OMS undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • The undertaking at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to OMS's instructions, or modification or alteration of the Services by any party other than OMS or OMS's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 10.1. Notwithstanding the foregoing, OMS:
      • does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      • is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This agreement shall not prevent OMS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
    • OMS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
11. Customer's Obligations
    • The Customer shall:
      • provide OMS with:
        • all necessary co-operation in relation to this agreement; and
        • all necessary access to such information as may be required by OMS;
      • in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      • comply with all applicable laws and regulations with respect to its activities under this agreement;
      • carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, OMS may adjust any agreed timetable or delivery schedule as reasonably necessary;
      • ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
      • obtain and shall maintain all necessary licences, consents, and permissions necessary for OMS, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      • ensure that its network and systems comply with the relevant specifications provided by OMS from time to time; and
      • be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to OMS's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
    • All Customers creating Challenge listings on OMS are responsible for their listings. Customers shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding the use of OMS and the listing of Challenges on OMS.
12. Challenge Fees and Transaction Fees
    • The Customer shall pay the Challenge Fees to OMS in accordance with this clause 12 ..
    • The Customer shall on the Effective Date provide to OMS valid, up-to-date and complete credit card details or approved purchase order information acceptable to OMS and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its credit card details to OMS, the Customer hereby authorises OMS to bill such credit card:
      • for the Challenge Fees payable in respect of the Initial Challenge Term; and
      • subject to clause 1, on the date of commencing any subsequent Challenges, the Challenge Fees payable in respect of such subsequent Challenge;
    • All amounts and fees stated or referred to in this agreement:
      • shall be payable in pounds sterling;
      • are, subject to clause 4.2 non-cancellable and non-refundable;
      • are exclusive of value added tax, which shall be added to OMS's invoice(s) at the appropriate rate.
    • In consideration for using the Services, OMS charges Transaction Fees (as follows:
      • the first £7 raised by each Participant in a Challenge; and
      • 5% of the gross amount raised by a Participant in a Challenge (before deduction of the £7 referred to in 12,4,1 above).
    • Donors are liable for the fees of third-party transaction processing agents including but not limited to Stripe and Paypal.
    • OMS will be responsible for processing all payments relating to the donations from Donors to Customers.
    • OMS will reimburse the Customer or its Nominated Charity (as the case may be) within 20 Business Days following the end of the Challenge Fundraising period (variable) with the money it has received for the Customer or its Nominated Charity (as the case may be) for all donations received during the Challenge less the Transaction Fees (Proceeds Transfer).
    • Transfers should arrive to the Customer or its Nominated Charity’s nominated account within 5 Business Days of the date of Proceeds Transfer.
    • You must not request a chargeback from the issuing bank. If a chargeback is applied OMS will suspend you and at its own discretion may refuse to reinstate access to OMS Services.
    • OMS will monitor the number of sales and chargebacks for any Customer or its Nominated Charity. OMS, at its sole discretion, may impose such sanctions as it in its sole discretion determines appropriate, on the Customer.
    • Where chargebacks occur to OMS, OMS may seek to recover these from the Customer or its Nominated Charity (as the case may be). OMS will seek the simplest way to recover this money, and can obtain reimbursement by deducting the amount from payments due to the Customer or its Nominated Charity (as the case may be). Should this not be applicable, OMS may obtain reimbursement by reversing any Proceeds Transfer or by any other lawful means.
13. Proprietary Rights
    • The Customer acknowledges and agrees that OMS and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    • OMS confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
14. Confidentiality
    • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
      • is or becomes publicly known other than through any act or omission of the receiving party;
      • was in the other party's lawful possession before the disclosure;
      • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
    • Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute OMS's Confidential Information.
    • OMS acknowledges that the Customer Data is the Confidential Information of the Customer.
    • No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    • The above provisions of this clause 14 shall survive termination of this agreement, however arising.
15. Indemnity
    • The Customer shall defend, indemnify and hold harmless OMS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
      • the Customer is given prompt notice of any such claim;
      • OMS provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
      • the Customer is given sole authority to defend or settle the claim.
    • OMS shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any [United Kingdom] patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      • OMS is given prompt notice of any such claim;
      • the Customer provides reasonable co-operation to OMS in the defence and settlement of such claim, at OMS's expense; and
      • OMS is given sole authority to defend or settle the claim.
    • In the defence or settlement of any claim, OMS may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    • In no event shall OMS, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      • a modification of the Services or Documentation by anyone other than OMS; or
      • the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by OMS; or
      • the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from OMS or any appropriate authority.
    • The foregoing and clause 4.2 state the Customer's sole and exclusive rights and remedies, and OMS's (including OMS's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
16. Limitation of liability
    • This clause 16 sets out the entire financial liability of OMS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
      • arising under or in connection with these Terms;
      • in respect of any use made by the Customer of the Services and Documentation or any part of them; and
      • in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    • Except as expressly and specifically provided in this agreement:
      • the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. OMS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to OMS by the Customer in connection with the Services, or any actions taken by OMS at the Customer's direction;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
      • the Services and the Documentation are provided to the Customer on an "as is" basis.
    • Nothing in this agreement excludes the liability of OMS:
      • for death or personal injury caused by OMS's negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 2 and clause 16.3:
      • OMS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
      • OMS's total aggregate liability in contract (including in respect of the indemnity at clause 2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Challenge Fees paid for the Subscriptions during the 12 months immediately preceding the date on which the claim arose.
      • In the event of systems failure or any other event which causes a current or future challenge event to be cancelled, OMS will endeavour to hold another replacement challenge as soon as practicable and all subscriptions will be considered valid for such subsequent event. Refunds are not payable.

        Service Modification and Suspension

        The One Million Steps platform is provided “as is” and on an “as available” basis.  

        One Million Steps is unable to offer warranty that the website or its associated digital processes will be free of defects and/or faults.

        To the maximum extent permitted by law, One Million Steps provide no warranties (express or implied) of fitness for a particular purpose, accuracy of the information, compatibility and satisfactory quality.

        One Million Steps reserves the right, at any time, to modify, suspend or discontinue, temporarily or permanently the site (or any part thereof) for any reason or no reason with or without notice.

        We are unable to accept liability for any disruption or non-availability resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, force Majeure, legal restrictions or censorship.

        All entities, including but not exclusive to donors, sponsors, businesses charities and individuals agree that One Million Steps shall not be liable to you or any third party for any modification, suspension or discontinued service

        Term and Termination
        • This agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue for the longer of (i) the Initial ChallengeTerm or (ii) 12 months and, thereafter, this agreement shall be automatically renewed for successive 12 month periods and apply to subsequent Challenges (each a Renewal Period), unless:
          • either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Challenge Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Challenge Term or Renewal Period; or
          • otherwise terminated in accordance with the provisions of this agreement;
        • and the Initial Challenge Term together with any subsequent Renewal Periods shall constitute the Challenge Term.
        • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
          • the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
          • the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
          • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Insolvency (England and Wales) Order 1989 ;
          • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
          • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
          • an application is made to court, or an order is made, for appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
          • the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
          • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
          • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
          • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 to clause 17.2.9 (inclusive); or
          • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
        • On termination of this agreement for any reason:
          • all licences granted under this agreement shall immediately terminate;
          • each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
          • OMS may destroy or otherwise dispose of any of the Customer Data in its possession unless OMS receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. OMS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by OMS in returning or disposing of Customer Data; and
          • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

18. Force Majeure
    • OMS shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of OMS or any other party), 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
19. Conflict
    • If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
20. Variation
    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. Waiver
    • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22. Rights and Remedies
    • Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23. Severance
    • If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    • 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.
24. Entire Agreement
    • This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    • 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.
25. Assignment
    • The Customer shall not, without the prior written consent of OMS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    • OMS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
26. No Partnership or Agency
    • Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27. Third Party Rights
    • This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
28. Notices
    • Any notice required to be given 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 in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
    • A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am 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 to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
29. Governing Law
    • This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
30. Jurisdiction
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).