Last updated: 18 June 2024
(A) Yoello Limited, trading as FlyTask, (hereafter FlyTask) provides a range of large language model, conversation, and generative artificial intelligence solutions to assist businesses in automating labour-intensive tasks using a mix of process automation and generative artificial intelligence technology that are accessed via its dedicated Platform (as defined below).
(B) The Customer wishes to use the Platform in its business operations.
(C) FlyTask has agreed to provide, and the Customer has agreed to take and pay for access and use of the Platform subject to the terms and conditions of this Agreement (as defined below).
The following definitions shall have their corresponding meaning:
Acceptable Use Policy: the acceptable use policy to be followed and adhered toby all authorised Users.
Agreement: these terms, the Policies, the Platform Profile and, if applicable, any agreed SOW (as defined below).
API: means any application programming interface (whether provided by FlyTask or a third party), which is to be used as an interface between the Platform and the Customer’s systems (including any Third-Party Systems) and includes the documents (in whatever media) that accompany the API.
Applications: any software, applications or other code owned by or licensed to the Customer that the Customer installs or loads onto, or creates using, any Platform designed for such purposes.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use, edit and/or modify the Platform and the Documentation.
Bespoke Development: any Customer specific development work that FlyTask agrees to undertake for the Customer in respect of the Enterprise Edition.
Beta Versions: means any pre-public release of the Platform (or parts of it)that may contain bugs or performance issues.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Cloud Host Provider: Google Cloud or other third-party host provider that FlyTask may determine from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.5 or clause 7.6.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Data: the data inputted by the Customer, Authorised Users, or FlyTask on the Customer's behalf for the purpose of using the Platform or facilitating the Customer's use of the Platform.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UKGDPR; the Data Protection Act 2018 (DPA2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
Documentation: the documents, including the Platform Profile, made available to the Customer by FlyTask online via dashboard.flytask.com/ or such other web address notified by FlyTask to the Customer from time to time which sets out a description of the Platform and the user instructions for the Platform.
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
Edition: the three tiers of the Platform being “Basic”, “Business” and “Enterprise” and containing the baseline functionality set out in dashboard.flytask.com/ (as may be amended by FlyTask from time to time).
Effective Date: the date that the Customer signs up to have access to the Platform either via the online process or in respect of any Enhanced Edition, via an Order Form.
End Users: users (other than Authorised Users) who can use Platform solutions created by the Customer.
Fair Usage Policy: FlyTask’s fair usage policy as in place from time to time which sets out any restrictions, criteria, or quotas in respect of the use of the Platforms and the interactions with it.
Intellectual Property Rights: all intellectual property rights including patents, copyright, trade names, trade secrets, know-how, trademark, and database rights.
Order Form: an order form setting out the Customer requirements including(i) the Subscription Fees, (ii) the Quota, (iii) the Effective Date and (iv)the User Subscription numbers.
Platform: the large language model, conversational and generative artificial intelligence platform known or referred to as FlyTask AI and/or FlyTask AI + Pay which enables users to automate business solutions.
Policies: the Fair Usage Policy and the Acceptable Use Policy together with such policies as FlyTask may notify the Customer of from time to time.
Profile: the Platform profile setting out an overview of the key functionality and technical requirements or restrictions for the applicable Edition of the Platform.
Quota: the monthly usage parameters agreed by FlyTask and the Customer in respect of the Platform and Default Quota shall mean the applicable default usage parameters set for each Edition of the Platform and detailed at www.flytask.com/quotas in the absence of any agreement to the contrary.
SOW: the statement of work detailing any Bespoke Development agreed by FlyTask and the Customer and containing as a minimum (i) details of the work to be undertaken, (ii) anticipated timeframes and milestones, (iii) pricing for such Bespoke Development, (iv) any amendments, additions or deletions to this Agreement.
Subscription Fees: the subscription fees payable by the Customer to FlyTask for the User Subscriptions, as set out in the Order.
Support Services Policy: FlyTask's policy for providing support in relation to the Platform as made available at flytask.com or such other website address as may be notified to the Customer from time to time.
Third Party Licences: the licence terms that are applicable in respect of any Third Party Products.
Third Party Products: the various third party products or components that are embedded into the Platform, details of which are listed at dashboard.flytask.com/ .
Third Party Systems: any third party system used by the Customer that it wishes to use to communicate or integrate with the Platform. User Subscriptions: the user subscriptions purchased by the Customer pursuant to this Agreement which entitle Authorised Users to access and use the Platform and the Documentation in accordance with this Agreement.
Virus: any thing or device (including any software, code, file, or program) which may:
(a) prevent, impair, or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
(b) prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering, or erasing the program or data in whole or part or otherwise); or
(c) adversely affects the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
1.2. Clause and schedule headings shall not affect theinterpretation of this Agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
1.4. Unless the context otherwise requires, words in the singular include the plural and vice versa.
1.5. Provided that it doesn’t increase FlyTask’s liability under this Agreement, 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; and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.6. A reference to writing or written includes email but not fax.
1.7. If there is any conflict or inconsistency between the terms of this Agreement, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list:
(a) the Order;
(b) the Platform Profile;
(c) these terms.
1.8. Any words following the terms including, include, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
2.1. FlyTask grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and licence, to access and use the Platform and any API provided by FlyTask solely for Customer's (i) internal business operations and (ii) its own direct to consumer or business service provisions. The grant of this right and licence is subject to the Customer's compliance with this Agreement.
2.2. In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Platform and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Platform;
(c) it shall, no more frequently than once per year, permit FlyTask or FlyTask's designated auditor to audit the Platform, or use FlyTask's requested software reporting, to verify that the Customer's use of the Platform does not exceed the number of User Subscriptions or Quota purchased by the Customer;
(d) if any of the audits referred to in clause 2.2() reveal that the Customer has underpaid FlyTask for its use of the Platform, then without prejudice to FlyTask's other rights, the Customer shall pay to FlyTask, in accordance with clause 6 an amount equal to such under payment as calculated in accordance with the prices set out in the Order; and
(e) it will be responsible for any breach by an Authorised User and/or End User of the Policies.
2.3. The Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Platform using each Authorised User's access credentials
2.4. The Customer shall not, and shall procure that each Authorised User does not:
(a) except to the extent expressly permitted by this Agreement or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, or Documentation (as applicable) in any form or media or by any means;
(b) except to the extent expressly permitted by this Agreement or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(c) store, access, publish, disseminate, distribute, or transmit via the Platform any material which:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property;
(d) access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform or the Documentation;
(e) use the Platform or the Documentation to provide services to third parties;
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Documentation available to any third party except the Authorised Users; or
(g) attempt to obtain, or assist third parties in obtaining, access to the Platform or Documentation, other than as provided under this clause 2.
2.5 To enable FlyTask to provide the Platform, the Customer grants FlyTask a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data and Applications solely to the extent necessary to provide the Platform.
2.6 The Customer shall procure at its cost, install, and maintain all required enabling software and third-party software (including Third Party Systems) required to access and use the Platform. The Customer acknowledges that a failure to do so may impact its use of the Platform.
2.7 FlyTask do not provide any warranties that the Platform will communicate with the Customer’s third-party software (including Third Party Systems), and it is the Customer’s responsibility to ensure that the Platform can communicate with the Customer’s third party software.
2.8 Unless otherwise specified in the Order, the Platform may be provided from any jurisdiction and from more than one jurisdiction at any one time.
2.9 FlyTask warrants that the Platform shall comply in all material respects with the Platform Profile. FlyTask, as the Customer's sole and exclusive remedy, shall as soon as reasonably possible correct any event or circumstance resulting in a breach of this clause 2.9. For the avoidance of doubt, the obligation to remedy does not apply to any Beta Version.
2.10 Unless otherwise expressly set out in this Agreement, FlyTask does not warrant that the Platform is fit for the Customer's purposes, are free of any error, defect, issue, bug, problem or uninterrupted (together a Defect), or is compatible with any hardware or software not specified in the Platform Profile. FlyTask shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
2.11 The Customer acknowledges and agrees that FlyTask and its licensors own all Intellectual Property Rights in the Platform and the Documentation. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Platform or the Documentation.
2.12 Subject to clause 2.13, FlyTask confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
2.13 The Customer acknowledges and accepts that:
(a) the Platform utilises various Third Party Products and that it is the responsibility of the Customer to ensure that any Third Party Products are properly integrated and operating in accordance with its requirements;
(b) FlyTask is not responsible for any Defect with a Third-Party Product;
(c) FlyTask is not liable for any breach or infringement of intellectual property that arises because of its use of a Third-Party Product;
(d) it will not do anything which will or is likely to put the Customer and/or FlyTask in breach of any Third-Party Licence;
(e) FlyTask gives no guarantee and/or assurance as to the accuracy or completeness of any information supplied via a Third-Party Product;
(f) artificial intelligent systems are subject to hallucinations and the potential for inaccurate, out of date, or incomplete information. FlyTask give no guarantee or assurance as to the accuracy or completeness of any information or results derived from the Platform;
(g) it is responsible for ensuring that the Platform is suitable for its needs and fit for the purpose it requires;
(h) it is responsible for ensuring that its use of the Platform complies with all applicable laws.
3.1. The Customer acknowledges that FlyTask may from time to time issue Beta Versions of the Platform and/or specific elements or parts of the Platform. The Customer accepts that, notwithstanding anything to the contrary in this Agreement, any Beta Version is provided “as is” and FlyTask shall not be liable in any event for any Defect that arises because of the Customer’s use of such Beta Version. The Customer may notify FlyTask if it discovers any Defect.
3.2 FlyTask may (at its discretion), from time to time make changes to the Platform to:
(a) improve, update, or upgrade existing functionality or services;
(b) introduce new functionality or services;
(c) reflect changes to technology or market practice; or
(d) ensure that the Platform remain compliant with all applicable laws, legal obligations, or regulations.
3.3 Any Bespoke Development required by the Customer will be subject to the Parties agreeing a suitable Statement of Work. Unless expressly stated to the contrary in a SOW, these terms will apply to any Bespoke Development undertaken by FlyTask for the Customer.
4.1. Whilst FlyTask will use its reasonable efforts to ensure that the Platform is available to the Customer, FlyTask gives no guarantee on availability. The Customer acknowledges that FlyTask may limit or remove access to the Platform at any time to enable it to carry out maintenance or updates.
4.2. FlyTask shall not be 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. The Customer acknowledges that the Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
5.1. FlyTask may, without prejudice to any other rights or remedies available to it, immediately or on notice suspend the Customer's (including any Authorised User and/or End User) access to, or use of, the Platform in whole or in part if:
(a) the Customer:
(i) has failed to pay any amounts due to FlyTask in accordance with clause 6;
(ii) is otherwise in breach of its obligations under this Agreement;
(b) there is an attack on the Platform used by Customer or if Customer Data is accessed or manipulated by a third party without the Customer's consent;
(c) FlyTask believes any Authorised User and/or End User is using the Platform in contravention of the Policies;
(d) FlyTask:
(i) is required by applicable law to suspend the Customer's access to, or use of, the Platform;
or (ii) reasonably believes that the suspension of the Platform is necessary to protect its infrastructure, network, or the use of the Platform by other customers because of a threat to the security, integrity or use of the Platform.
5.2 FlyTask shall:
(a) use reasonable endeavours to re-establish or permit access to the Platform as soon as possible following FlyTask's determination that the cause of the suspension has been resolved;
(b) have no liability whether under this Agreement or at law to the Customer for any exercise of its rights pursuant to this clause 5.5.3 FlyTask shall be entitled, at its absolute discretion, to suspend or terminate any Beta Version at any time and without notice to the Customer.
6.1 The Customer will ensure that it pays all Subscription Fees monthly in advance in accordance with FlyTask’s then current charges and payment terms. The Customer:
(a) will ensure that it maintains in the Platform payment section an up-to-date payment or credit card with sufficient funds to meet its payments due under this Agreement;
(b) acknowledges and agrees to FlyTask collecting an automatic payment each month from the Customer against the credit or payment card account provided by the Customer to FlyTask.
6.2 The Customer acknowledges that additional Subscription Fees will be payable by the Customer for:
(a) purchases additional services;
(b) increases the number of Authorised Users;
(c) exceeds any agreed Quota;
(d) breaches any Policy; or
(e) otherwise alters its use of the Platform such that additional amounts may be payable to FlyTask.
6.3 FlyTask reserves the right to increase the Subscription Fees at any time by providing at least 30 days prior written notice to the Customer.
6.4 The Customer acknowledges and accepts that all payments made by the Customer pursuant to this Agreement are nonrefundable irrespective of whether the Customer uses the Platform or not.
6.5 All amounts and fees stated or referred to in this Agreement or the Order are exclusive of any applicable sales tax which shall be added to FlyTask's invoice(s) at the appropriate rate.
7.1 Each party undertakes that it shall not at any time after termination of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
7.2 Each party may disclose the other party's confidential information:
(a) 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 7.2, and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 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.
7.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 7.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
7.5 The Customer acknowledges that details of the Platform, and the results of any performance tests of the Platform, constitute FlyTask's Confidential Information.
7.6 FlyTask acknowledges that the Customer Data is the Confidential Information of the Customer.
7.7 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.
7.8 This clause 7 shall survive termination of this Agreement, however arising.
In performing its obligations under this Agreement, the Customer shall comply with the Policies.
9.1 FlyTask will take reasonable steps to maintain the security of the Platform in accordance with general acceptable standards.
9.2 The Customer acknowledges and agrees that it is responsible for assessing the applicability and suitability of the Security Arrangements and for checking periodically for any updates or changes.
9.3 FlyTask shall, without undue delay, inform the Customer of any Virus or Vulnerability affecting the Platform and shall promptly:
(a) use reasonable endeavours to remedy the Virus or Vulnerability as soon as practicable; and
(b) respond to Customer's reasonable requests for information in relation to the Virus or Vulnerability.
9.4 FlyTask shall take reasonable steps not to introduce any Viruses or Vulnerabilities into the Customer's network and information systems via the Platform or otherwise.
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under the Data Protection Legislation. The Customer acknowledges that FlyTask are the data processor and the Customer is the Data Controller in respect of the Customer’s use of the Platform.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and FlyTask is the Processor. Schedule 1 sets out the scope, nature, and purpose of processing by FlyTask the duration of the processing and the types of Personal Data and categories of Data Subject.
10.3 Without prejudice to the generality of clause 10.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to FlyTask for the duration and purposes of this Agreement.
10.4 Without prejudice to the generality of clause 10.1, FlyTask shall, in relation to any Personal Data processed in connection with the performance by FlyTask of its obligations under this Agreement:
(a) process that Personal Data only in accordance with this Agreement unless FlyTask is required by Domestic Law to otherwise process that Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK or EEA unless the following conditions are fulfilled:
(iii) the Customer or FlyTask has provided appropriate safeguards in relation to the transfer;
(iv) the data subject has enforceable rights and effective legal remedies;
(v) FlyTask complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(vi) FlyTask complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 10.
10.5 FlyTask may appoint third party processors of Personal Data. Details of such third party processors will be set out on FlyTask’s website at flytask.com. As between the Customer and FlyTask, FlyTask shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10.5.
The Customer shall defend, indemnify, and hold harmless FlyTask 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 Platform, Documentation, or any Customer Data.
12.1 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for its use and reliance on the Platform and the results obtained from the use of the Platform and the Documentation, and for conclusions drawn from such use. FlyTask shall have no liability for any damage caused by Defect in any Customer Data, information, instructions, or scripts provided to FlyTask by the Customer in connection with the Platform, or any actions taken by FlyTask at the Customer's direction.
(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from this Agreement.
(c) the Platform and the Documentation are provided to the Customer on an "as is" basis without any warranty of any kind, express or implied, including warranties on satisfactory quality, fitness for purposes and/or infringement.
12.2 Nothing in this Agreement excludes either party’s liability for:
(a) death or personal injury caused by FlyTask's negligence; or
(b) fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2 FlyTask:
(a) shall have no liability for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or for any special, indirect, or consequential loss, costs, damages, charges, or expenses; and
(b) total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the fees and charges paid by the Customer in the 6 months immediately preceding the breach.
12.4 References to liability in this clause 12 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.1 This Agreement shall continue until:
(a) the Customer decides to cease paying the Subscription Fees;
(b) FlyTask, in its absolute discretion, determines to cease providing the Platform to the Customer or generally.
13.2 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:
(a) the other party:
(i) 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 10 days after being notified in writing to do so;
(ii) repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(iii) becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Termination of this Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release Customer from its obligation to pay all Charges that Customer has agreed to pay under this Agreement.
13.3 Without affecting any other right or remedy available to it, FlyTask may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment.
13.4 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Platform and the Documentation;
(b) 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;
(c) FlyTask may destroy or otherwise dispose of any of the Customer Data in its possession; and
(d) 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.
14.1 FlyTask 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 (provided that the Customer is notified of such an event and its expected duration), including, without limitation:
(a) strikes, lockouts, or other industrial disputes (whether involving the workforce of FlyTask or any other party);
(b) failure of a utility service or transport, telecommunications network, third party host provider;
(c) act of God, war, riot, civil commotion, or malicious damage;
(d) compliance with any law or governmental order, rule, regulation, or direction;
(e) fire, flood, storm;
(f) default of suppliers or subcontractors; or
(g) epidemic or pandemic.
FlyTask shall be entitled to change these Terms at any time on giving (unless such change is deemed by FlyTask as an emergency) no less than 14 days’ notice to the Customer. “Notice” for the purpose of this clause shall mean the placing of a notice on its website at dashboard.flytask.com/ confirming the change and the proposed date for such change.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.
(a) The Customer shall not, without the prior written consent of FlyTask, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
(b) FlyTask may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all its rights and obligations under this Agreement.
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).
Unless it expressly states otherwise, this Agreement does not give rise to any rights under The Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent to the email address provided by the Customer when it signed up to the Platform and in respect of FlyTask when sent to info@flytask.com.
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 interpreted in accordance with the law of England and Wales. Without prejudice to clause 23, 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).
This Acceptable Use Policy (Policy) applies to all Customers, Authorised Users and End Users use of the FlyTask.com Platform (Platform) and sets out the standards that apply when using the Platform.
Use of the Platform confirms the Customer, End User and Authorised User’s acceptance of the terms of this Policy and agreement to comply with them.
FlyTask reserves the right to amend these terms from time to time. Updates shall be notified via the Platform. These terms were most recently updated on 13 May 2024.
The Platform must only be used for lawful purposes. Neither the Customer, End User or any Authorised User shall use the Platform (including uploading or editing any content on the Platform):
● in any way that breaches any applicable local, national, or international law or regulation or advocate, promote, incite any party to commit, or assist any unlawful or criminal act;
● to promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age or to bully, insult, harass, intimidate, threaten, deceive or humiliate any person (including minors);
● to infringe the intellectual property rights (including confidentiality of any third party);
● to impersonate any person or misrepresent identity;
● to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
● to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
● in any way which is or is likely to damage the reputation of FlyTask;
● to advertise or promote any third party services.The Customer and its Authorised Users further agree not:
● (otherwise, than expressly permitted by FlyTask) to reproduce, duplicate, copy or re-sell any part of the Platform;
● to access without authority, interfere with, damage, or disrupt (i) any part of the Platform; (ii) equipment or network on which the Platform is hosted (iii) software used in the provision of the Platform; or (iv) any equipment or network or software owned or used by any third party.
The Customer, End User and any Authorised User shall take all reasonable steps to ensure that any content uploaded to the Platform is (i) accurate (where it states facts); (ii) genuinely held (where it states opinions); (iii) complies with the law applicable in England and Wales and in any country from which it is posted.