1. Terms and Conditions
   1. These are the Terms and Conditions (“Conditions”) for SnapDragon Monitoring Limited registered in Scotland with company number SC491283 and having its registered office at Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh EH4 2HS, UK (“SnapDragon”) in relation to its Services (as defined below).
   2. These Conditions together with the Services Confirmation form the agreement between Snapdragon and the Customer for the Services (“Agreement”).
2. Interpretation
   1. Definitions

      In these Conditions, the following definitions apply:

      • Agreement: means the IP Protection Services Agreement incorporating these Conditions;
      • Channels: mean such e-commerce platforms, social media, domains, search engine results, independent websites and other channels on which Snapdragon will carry out Monitoring and Enforcement as part of the Services.
      • Customer: the person or firm who purchases Services from SnapDragon;
      • Effective Date: means the last date of signature of this Agreement;
      • Enforcement: means a Take-Down-Request or similar removal request made by SnapDragon on the Channels in relation to a Listing as part of the Services.
      • Fees: the fees payable by the Customer for the supply of the Services as set out in the Agreement;
      • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
      • Listing: means any listing potentially infringing the Monitored IP that SnapDragon detects during a Monitoring Search.
      • Monitoring: means the monitoring of Monitored IP by Snapdragon on the Channels to identify potential infringements of such Monitored IP as part of the Services.
      • Monitored IP: means the Customer’s Intellectual Property Rights, as specified in the Services Confirmation, to be monitored by Snapdragon on the Channels as part of the Services.
      • Monitoring Search: means the searches to be conducted by SnapDragon on the Channels as part of the Monitoring.
      • Search Term: means the search terms relating to the Monitored IP to be used by SnapDragon when conducting Monitoring Searches.
      • Services: the monitoring and enforcement services supplied by SnapDragon to the Customer as set out in the Agreement;
      • Take-Down Request: a request made by SnapDragon to a third party on behalf of the Customer in relation to the infringing and / or unauthorised use of the Customer’s Intellectual Property Rights.
   2. Interpretation

      In these Conditions, the following rules apply:

      1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. a reference to a party includes its personal representatives, successors or permitted assigns;
      3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      4. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      5. a reference to writing or written includes e-mails and fax.
3. Basis of Contract
   1. The parties shall each be bound by the terms of the Agreement and the contract will commence on the execution of the Agreement by both parties.
   2. The Agreement applies to the Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Supply of Services
   1. SnapDragon shall supply the Services to the Customer in accordance with the Agreement.
   2. SnapDragon shall Monitor the Channels in accordance with this Agreement and subject to clause 5.
   3. The list of Channels Monitored under this Agreement will be reviewed every six (6) months by the parties. Upon each review, the parties will agree in writing if additional or alternative Channels shall be added to the list of Channels Monitored (and additional Fees will be charged in this regard).
   4. Upon each review, the parties will agree in writing if additional or alternative Channels shall be added to the list of Channels Monitored (and additional Fees may be charged in this regard).
   5. Upon conducting a Monitoring Search, SnapDragon will report Listings and/or Content to the Customer for authorisation. SnapDragon will then manage such Listings and/or Content in accordance with the process set out a separate Preauthorisation Enforcement Agreement to be agreed with the Customer.
   6. Any performance dates specified shall be estimates only and time shall not be of the essence for performance of the Services.
   7. SnapDragon shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
   8. SnapDragon warrants to the Customer that the Services will be provided using reasonable care and skill.
   9. SnapDragon does not make any other warranty or representation, in particular SnapDragon does not warrant or represent that the Services will result in the enhancement of the Customer’s Intellectual Property Rights or that any Enforcement will be successful.
   10. SnapDragon is not a legal professional and the Services do not constitute legal advice. Should the Customer require specific legal advice such advice should be obtained from a suitably qualified legal professional.
5. Monitoring Limitations

   The Customer acknowledges and agrees that SnapDragon shall conduct any Monitoring subject to the following limitations:

   1. E- commerce sites will be targeted on a 24-hour cycle. Any scraping will target the first five pages (or 10 for deep scraping) of results per search term associated with Monitored IP. Page sizes can differ per marketplace and be altered by the marketplace at any time. Success of scraping is affected by many considerations including, but not limited to, automated bot-detection algorithms, marketplace service interruptions and geolocation barriers.
   2. Marketplaces may introduce or retire regional portals at any time. Snapdragon shall use reasonable endeavours to stay up-to-date in this regard, but does not guarantee any continuous automated discoveries of Listings.
   3. Marketplaces may alter the results of a Monitoring Search depending on different factors including, but not limited to, regional location, device type, browser configuration, or A/B testing. SnapDragon uses a variety of proxies to access marketplaces, but does not guarantee that its automated Monitoring process will result in the same search results as any other manual or automated search. The Customer acknowledges that extended, continuous Monitoring may mitigate potential discrepancies in search results.
   4. Social media sites are protective of their users and do not make tools available for searching user-generated content. Due to applicable data protection legislation, most social media sites allow for manual Monitoring.
   5. Identification of noteworthy domains is limited to gTLDs and ccTLDs as collected via SnapDragon’s third-party provider. A refresh cycle is generally 24 hours but can be affected by register outages and failed updates. ccTLDs may be slower to refresh, are more susceptible to failure, and can be prohibitive in some countries. Domains are identified by their similarity to trademarks and can include spelling variations.
   6. Independent websites are generally targeted via search engines and SnapDragon primarily uses global search engines, which may include Google, Bing, Waidu, or Yandex. With direction, alternate search engines or starting points may be considered to improve identification. All search engines are limited to sites which choose to be indexed. SnapDragon uses reasonable endeavours to identify infringing sites but depends on publication and accessibility via discoverable routes.
   7. SnapDragon’s machine learning is used to determine relevant Listings, and draw insights, after those Listings have been retrieved from their respective sources and saved to SnapDragon’s database. All monitoring companies are subject to the same limitation. SnapDragon cannot run its code on external sites; it gathers listings via Search Terms, using the Channel’s provided search mechanism, via image search, using search engines, or by manual effort. SnapDragon’s trained analysts, self-service users, or designated agents, then review the processed results of the machine learning-based refinement process. SnapDragon is using reasonable endeavours to improve its processes and increase the accuracy of refinement, but it does not guarantee an all-encompassing identification.
   8. SnapDragon regularly reviews and amends its scraping technology and will monitor and review its success rates for scraping technology on a regular basis. Where there is a material update to such technology, SnapDragon will provide the Customer with an update of limitations.
6. Customer’s obligations
   1. The Customer shall:
      1. ensure that any information it provides to SnapDragon, in particular in relation to the Monitored IP, are complete, accurate and up-to-date;
      2. co-operate with SnapDragon in all matters relating to the Services; and
      3. provide SnapDragon with such information and materials as SnapDragon may require in order to supply the Services, and ensure that such information is accurate and up-to-date in all material respects.
   2. SnapDragon shall have the right to suspend performance of the Services and shall not be liable for any delay or for any costs or losses of the Customer if SnapDragon’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation under this Agreement.
   3. The Customer shall reimburse SnapDragon for any costs or losses sustained or incurred by SnapDragon arising directly or indirectly from any act or omission by the Customer or failure by the Customer to perform any relevant obligation.
   4. No Enforcement shall be conducted by SnapDragon until it has been approved in principle by the Customer. Such approval shall be given in accordance with the process agreed in writing between SnapDragon and the Customer from time to time and can either be on an individual Enforcement basis, or it can be given generally, in respect of all Enforcements to be made after the date of that general authorisation. Where the Customer gives a general authorisation, SnapDragon will not be required to (but may still) seek individual authorisation for an individual Enforcement. SnapDragon shall not conduct any Enforcements until it has received a signed Letter of Authorisation from the Customer authorising SnapDragon to make Enforcements on behalf of the Customer.
   5. By approving Enforcement in accordance with clause 6.4,the Customer:
      1. acknowledges that SnapDragon is acting on behalf of the Customer and all responsibility for the outcome of or any actions and / or claims resulting from the Enforcement rests with the Customer; and
      2. takes full responsibility for the accuracy of the information supplied to SnapDragon on which the Enforcement is based.
7. Fees and payment
   1. The Fees for the Services shall be calculated in accordance with SnapDragon’s fee rates, as set out in the Agreement.
   2. The Fees shall be payable in line with the Payment Terms.
   3. SnapDragon reserves the right to increase its fee rates and shall give the Customer written notice of any increase thirty (30) days before its fee rates are increased. SnapDragon shall invoice the Customer as set out in the Agreement and the Services Confirmation.
   4. The Customer shall pay the Fees to SnapDragon within 14 calendar days of the date of the invoice and time for payment shall be of the essence. Where payments are made by Direct Debit, collection of the payment will be made on or about 15th day of the month following the invoice.
   5. Any amendments to the Services agreed between the Customer and SnapDragon will be subject to an additional fee, of which SnapDragon will notify the Customer. The Customer shall, within 30 days of the date of SnapDragon’s invoice, pay to SnapDragon the Fees for such amendments to the Services.
   6. All amounts payable by the Customer are exclusive of value added tax (VAT). Where any taxable provision of services for VAT purposes is made by SnapDragon to the Customer, the Customer shall, on receipt of a valid VAT invoice from SnapDragon, pay to SnapDragon such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   7. If the Customer fails to make any payment due to SnapDragon by the due date for payment the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8. Intellectual property rights
   1. SnapDragon shall retain ownership of all its own Intellectual Property Rights and the Customer shall retain ownership of all of its own Intellectual Property Rights.
   2. Nothing in these conditions shall have the effect of transferring or assigning the Intellectual Property Rights of either party.
   3. Should the Services require Enforcements, the Customer shall sign a letter of authorisation granting SnapDragon authority to act on behalf of the Customer in relation to the Customer’s Intellectual Property Rights with regard to the Enforcement which will be exhibited to the relevant Channel.
9. Confidential Information
   1. Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or supplier of the other party, except as permitted by Clause 9.2.
   2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 9; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10. Data Protection

    Both parties will comply with all applicable requirements of the applicable data protection laws. This clause 10 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under applicable data protection laws. Data protection laws include all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, 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). SnapDragon will collect and process all data relating to the Customer in accordance with its privacy policy.

11. Limitation of liability and Indemnities
    1. Nothing in these conditions shall limit or exclude SnapDragon’s liability for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
       2. fraud or fraudulent misrepresentation; or
       3. any other liability which cannot be excluded or limited under applicable law.
    2. Subject to clause 11.1 SnapDragon’s total liability to the Customer and the Customer’s total liability to SnapDragon in respect of all losses arising under or in connection with the Agreement or the Services in aggregate, whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the Fees paid in the six (6) months immediately preceding the relevant date of any claim.
    3. The terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
    4. Subject to Clause 11.1, neither party shall have any liability to the other party for any indirect or consequential loss arising under or in connection with this Agreement.
    5. SnapDragon shall not be liable for any loss suffered by the Customer or any third party arising from or in connection with the Services , including any loss arising from or in connection with the infringement of third party Intellectual Property Rights.
    6. This clause 7 shall survive termination of the Agreement.
12. Term and Termination
    1. This Agreement shall be effective from the Effective Date and unless terminated earlier in accordance with its terms shall continue for a period of one year (“Initial Period”) and thereafter automatically renew for a further 12 months (“Renewal Period”), unless either party notifies the other in writing, at least 3 months before the end of the Initial Period, in which case the Agreement shall terminate upon the expiry of the Initial Period.
    2. During the Renewal Period, either party may terminate the Agreement by giving the other party three months’ written notice.
    3. Without limiting its other rights or remedies, SnapDragon may suspend (in addition to the provisions of clause 4.2 above) or terminate the Agreement with immediate effect by giving written notice to the Customer if:
       1. the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so. The non-payment of fees when due under the Agreement shall be considered to be a material breach of the Agreement; or
       2. the Customer’s enters into insolvency, receivership, administration or a similar process or in SnapDragon’s reasonable opinion threatens to do so.
    4. On termination of the Agreement for any reason:
       1. the Customer shall immediately pay to SnapDragon all of SnapDragon’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, SnapDragon shall submit an invoice, which shall be payable by the Customer immediately on receipt;
       2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
       3. clauses which expressly or by implication survive termination shall continue in full force and effect.
13. Force majeure
    1. For the purposes of the Agreement, a Force Majeure Event means an event beyond the reasonable control of a party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of SnapDragon or any other party), failure of a utility service, communications network (including internet connection) or transport 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 subcontractors.
    2. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure Event. If the Force Majeure Event continues for more than four weeks, either party may terminate the Agreement by giving fourteen days’ written notice to the other.
14. General
    1. SnapDragon shall have the right to use the Customer’s name and logo in marketing materials and on its website with the prior consent of the Customer. SnapDragon may reference the Customer in case studies and press releases.
    2. SnapDragon may at any time assign, transfer, charge, subcontract or delegate its rights and obligations under the Agreement. The Customer may assign, transfer, charge, subcontract or delegate its rights and obligations under the Agreement with the prior written consent of SnapDragon.
    3. Any notice or other communication (except in relation to the service of proceedings or documents in any legal action) given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office and shall be delivered personally, sent by post or e-mail.
    4. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
    5. A waiver of any right or remedy is only effective if given in writing and any delay or failure to exercise a right or remedy shall not prevent or restrict the further exercise of that right or remedy.
    6. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
    7. The Agreement sets out the entire agreement between the parties.
    8. Except as set out in these conditions, no variation of the Agreement shall be effective unless it is agreed in writing between the parties.
    9. The 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.
    10. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

These terms were updated on 11th June 2024.