Student Beans Self-Service Terms & Conditions
Student Beans’ means The Beans Group Ltd (company no. 05486885) whose registered address is at 1 Vincent Square, London, SW1P 2PN. ‘You’ or ‘Client’ means the Student Beans client purchasing the services offered by Student Beans.
IN AGREEING TO THESE TERMS YOU CONFIRM THAT YOU ARE A SELF-SERVICE CLIENT. A CLIENT CONSTITUTES A SELF-SERVICE CLIENT ONLY WHERE IT GENERATES LESS THAN 300 STUDENT DISCOUNT CODES PER MONTH ON AN AVERAGE BASIS OVER A THREE-MONTH PERIOD. IN THE EVENT THAT A CLIENT EXCEEDS THIS, THE CLIENT SHALL CONSITUTE AN ACCOUNT + CLIENT. STUDENT BEANS SHALL MAKE THE CLIENT AWARE OF THE NEW CLIENT STATUS AND THE CLIENT AND STUDENT BEANS SHALL ENTER INTO A NEW AGREEMENT WHICH SETS OUT THE RELEVANT TERMS FOR ACCOUNT + CLIENTS. THIS AGREEMENT IS EFFECTIVE AT THE POINT AT WHICH THE CLIENT COMPLETES THE TYPE FORM SIGN-UP PROCESS.
1. DEFINITIONS
| “Clients Platform(s)” | the Client’s website(s) or app(s); |
| “Client Venue” | any physical venues which are operated by the Client to market its goods or services; |
| “Confidential Information” | all information (whether written or oral) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other party’s or its group companies’ business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others. |
| “Customer” | consumers who have registered with Student Beans; |
| “Data Protection Legislation” | any applicable laws and regulations concerning data protection and/or privacy in or relating the European Union countries and the UK, including the EU General Data Protection Legislation (2016/679) and local implementing law or regulations and all related legislation which may supplement, amend or replace them and which relates to the protection of individual’s rights in their Personal Data and the protection of their privacy; |
| “Initial Term” | for Clients who have signed up to an annual subscription the Initial Term is a minimum of 12 months from the date the Client completes the Type Form sign-up process (“Annual Subscription”); for Clients who have signed up to a rolling monthly subscription the Initial Term is a minimum term of 30 days from the date the Client completes the Type Form sign-up process (“Monthly Subscription”); |
| “Insolvency Event” | in relation to either party, any of the following events: a party becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business; |
| “Intellectual Property Rights” | patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action); |
| “Licence Fee” | the monthly (in the case of a Monthly Subscription) or annual (in the case of an Annual Subscription) licence fee that the Client pays to Student in exchange for Student Beans listing the Client’s Student Discount on the Student Beans Platforms; |
| “Personal Data” | shall have the same meaning as set out in the Data Protection Legislation; |
| “Publisher” | any publisher, including but not limited to Student Beans, to whom Student Beans distributes the Student Discount, which may include student unions, student accommodation specialists or other coupon, voucher or discount sites; |
| “Renewal Term” | means any period beyond the Initial Term; |
| “Student Discount” | any offer, voucher, discount, or promotion of the Client made available to Student Beans for the use by Customers and distributed to Publishers; |
| “Student Beans Marks” | “Student Beans Marks” – the brand names, logos and marks of Student Beans; |
| “Student Beans Platforms” | means the Student Beans website and app; |
| “Services” | the listing of the Client and the Student Discount on the Student Beans Platforms which promotes the Client as a provider of student discounts to Customers and the technology products and services that Student Beans provides which includes the student verification software tools to enable the Client to run and promote its own student discount programme via the Client Platforms (known as ‘web connect verification’) and/or Client Venues (known as ‘in-store verification’) and verify that users are students for the purposes of permitting user access to the Student Discount, and any other services that Student Beans may offer to the Client (and the Client accepts); |
| “Term” | the duration of this Agreement including any Renewal Term. |
2. DURATION
2.1 In completing the Type Form sign-up process and providing Student Beans with its direct debit details, the Client agrees to become a Self-Service Client and agrees to be bound by the terms of this Agreement. The Agreement shall commence at the point at which the Client completes the Type Form signup process and unless terminated earlier in accordance with clause 12 (Termination), shall continue and remain in effect for the Initial Term.
2.2 Upon expiry of the Initial Term the Agreement shall automatically renew for successive periods of 12 months in the case of an Annual Subscription or on a rolling monthly basis for a Monthly Subscription, commencing at the end of the Initial Term (or Renewal Term, if applicable) unless either party gives at least 30 days’ written notice to the other prior to expiry of the then-current term, in which case the Agreement shall terminate upon the expiry of the then existing term.
3. THE SERVICES
3.1 Subject to the Client’s compliance with the Agreement, including the payment of the Licence Fee and the Affiliate Commission, Student Beans shall provide the Services in the territories selected by the Client for the duration of the Term.
3.2 By entering into the Agreement, the Client agrees to appoint Student Beans as its exclusive provider of the Services for the duration of the Term. The Client hereby agrees that Student Beans will provide the Services to the Client and the Client will not enter into an agreement with any competitor of Student Beans to provide similar or competing services to the Services for the duration of the Term. The Client recognises that this clause is fundamental to the commercial relationship between the Client and Student Beans.
3.3 Student Beans shall grant the Client a non-exclusive, non-sublicensable, non-transferable right to use the Services. Student Beans may, at its sole discretion, choose to modify or update the Student Beans Platforms and the Services (the “Systems”) from time to time, provided that such modifications do not materially reduce the functionality of the Systems. Student Beans reserves the right, in its sole discretion, to determine all matters concerning the configuration and other administrative or operational issues relating to the Systems.
4. FEES AND PAYMENT
4.1 The Client shall pay Student Beans the Licence Fee and (as may be applicable) the Affiliate Commission and the Cost Per Click charges (together the “Charges”) without deduction, withholding or set-off. The Charges are non-cancellable and non-refundable, unless otherwise expressly set out within the Agreement.
4.2 The Licence Fee shall be debited from the Client automatically shortly after the Client enters into the Agreement using the card details provided to Student Beans and thereafter on an annual or monthly basis, dependant on the whether the Client has agreed to an Annual Subscription or a Monthly Subscription.
4.3 Without prejudice to any other right or remedy Student Beans may have, where Student Beans is unable to take payment of the Licence Fee or the Cost per Click charges for more than 15 days after such charges become due, Student Beans shall be entitled to (i) cease and/or suspend the provision of the Services and/or (ii) claim interest on the unpaid amount on a daily basis at an annual rate equal to 3%.
4.4 Student Beans reserves the right to increase the Licence Fee and the Cost per Click charges with a minimum of 60 days’ notice to the Client prior to the start of each Renewal Term and, unless the Client otherwise gives written notice of objection prior to the Renewal Term, the Licence Fee shall be deemed to have been amended accordingly.
4.5 Affiliate Commission: Any sales made via the Client’s Platforms or by referred Publishers using the Student Discount shall be subject to commission which shall be payable by the Client (“Affiliate Commission”). The Affiliate Commission shall be charged and payable at a cost per action percentage (“CPA”) of 8%. The Affiliate Commission shall be tracked, charged and payable in accordance with an affiliate programme as run by a Student Beans pre-approved affiliate network (the “Affiliate Programme”). Where no Affiliate Programme is in place, the Cost Per Click Charges shall apply automatically.
4.6 Cost Per Click Charges In certain circumstances (as described in 4.6.1 and 4.6.2 below), the Client shall pay Student Beans on a cost per click basis. At the end of each month, Student Beans shall invoice the Client for the number of clicks generated in the previous month and Student Beans shall debit the Client automatically.
The cost per click differs dependent on the currency applicable to the Charges:
Currency
Cost per click
GBP: £0.50
USD: $0.70
AUD: $0.90
EUR: €0.60
CAD: $0.80
4.6.1 Student Beans Website: Where the Client is unable to track sales made via the Client’s Platforms or by referred Publishers using an Affiliate Programme or where no Affiliate Programme is in place, the Client shall pay Student Beans on a cost per click basis as set out above. Each time a Customer selects ‘Get code & Open site’ or ‘Get Discount’ on the Client’s listing on the Student Beans website, a ‘click’ will be generated. For the avoidance of doubt only one ‘click’ will be generated per Customer per browsing session.
4.6.2 In-Store: Where the Client has purchased in-store verification as part of the Services, it shall pay Student Beans on a cost per click basis, as set out above. Each time a Customer selects ‘Show Student Beans ID’ on the Client’s listing on the Student Beans app, a ‘click’ will be generated. For the avoidance of doubt only one ‘click’ will be generated per Customer per browsing session.
5. THE CLIENT’S OBLIGATIONS
5.1 The Client shall: (a) cooperate with Student Beans and provide all necessary information, as may be reasonably required, including providing Client branded materials, marks or any other relevant data (the “Client Materials”) for the provision of the Services; (b) provide Student Beans with a valid Student Discount for the duration of the Term; (c) ensure that the Client features information about its partnership with Student Beans whenever the Client promotes the availability of the Student Discount including via the Client’s Platforms, emails, social and other digital media channels or the Client Venues and other offline media channels or via third parties; and (d) ensure that Customers can access the Client’s best available student discount as the Student Discount (meaning that if the Client provides a student discount outside of the Services, then the Student Discount must be more advantageous).
5.2 The Client shall: (a) use the Services on the Client’s Platforms in order to provide the Student Discount; (b) provide a prominent link advertising the Student Discount across the Client’s Platforms within 30 days of signing the Booking Form; (c) ensure Student Beans is accepted on the Affiliate Programme; and (d) be solely responsible for providing configuring and maintaining its systems and all hardware, software and network connections necessary to enable it to connect to the internet to use the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
5.3 Where applicable, the Client shall: (a) use the Services in the Client Venues to offer the Student Discount; (b) display the point of sale assets in the Client Venues to prominently promote the availability of the Student Discount; and (c) be solely responsible for providing, organising and maintaining the Client Venues and associated stock, staff and point of sale software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client Venues.
5.4 The Client shall not: (a) except where expressly permitted by this Agreement, permit any third party to access or use the Services; (b) copy, translate, modify, adapt or create derivative works from the Services or Systems; (c) attempt to discover or gain access to the source code for the Services or Systems or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services or Systems; (d) obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of, the Services; (e) use the Services for any unlawful purpose or to upload, store, post, email, transmit or otherwise make available any viruses or inappropriate content; (f) use, develop similar, alternative or competing Services for the duration of the Term unless otherwise agreed in writing between the parties; (g) approach Publishers directly with the aim of running, facilitating, promoting or verifying a student discount or without the use of the Services for the duration of the Term unless otherwise agreed in writing between the parties; (h) run, promote or provide a student discount that is stronger, deeper, better or more advantageous to Customers than the Student Discount it makes available via the Services.
5.5 The Client acknowledges that it shall bear all responsibility relating to any Client goods and/or services promoted through the Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
6.2 Student Beans and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Student Beans Marks, the Services and Systems and all associated software and data; and all goodwill in the use of the Student Beans Marks and the Services and Systems shall be owned by Student Beans. Student Beans grants the Client a non-exclusive, non-transferable, territory specific, royalty-free licence to use the Student Beans Marks for the duration of the Term to such extent as is necessary to enable the Client to market and promote the Student Discount.
6.3 The Client and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Client Platforms and Client Materials. The Client grants Student Beans, a non-exclusive, non-transferable, royalty-free licence to use the Client Materials to such extent as is necessary to enable Student Beans to provide the Services and to perform its obligations under this Agreement for the duration of the Term.
6.4 Student Beans shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and/or Services any suggestions, enhancements, requests, recommendation or other feedback provided by the Client relating to the Services.
7. CONFIDENTIALITY
7.1 The Client acknowledges and agrees that the Services and the terms of this Agreement including pricing structure, constitute Confidential Information of Student Beans.
7.2 Subject to clause 7.3, each party shall: (a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement; (b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement; (d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and subcontractors on a ‘need to know’ basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality no less onerous than this clause); and (e) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other party or destroy (at the other party’s request) all materials incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
7.3 Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulatory or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that the recipient promptly provides the discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure.
8. INDEMNITIES
8.1 Student Beans shall defend and indemnify the Client from and against any claim brought by a third party that the Services or Student Beans Mark infringes any Intellectual Property Rights.
8.2 The Client shall defend and indemnify the Client from and against any claim brought by a third party that the Client Materials infringe any intellectual property rights.
8.3 Clause 8.1 and 8.2 are subject to:
8.3.1 the indemnifying party being given prompt notice of any matter for which the indemnified party wishes to be indemnified;
8.3.2 the indemnified party providing reasonable co-operation in the defence and settlement of the relevant claim, at the indemnifying party’s expense; and
8.3.3 the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (not to be unreasonably withheld or delayed).
9. LIMITATION OF LIABILITY
9.1 Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or exclude either party’s liability for death, personal injury caused by negligence, fraud, fraudulent misrepresentation and any liability which may not be lawfully limited or excluded.
9.2 Neither party shall be liable in any circumstances to the other party for consequential, special or indirect losses or the following losses whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) economic loss; (d) loss of business or contracts; (e) loss of anticipated savings or goodwill; (f) loss of data; or (g) any losses arising from a claim by a third party for any of the losses set out under 9.2 (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise.
9.3 Subject to clauses 9.1, 9.2 and 9.4 the total and aggregate liability of (a) Student Beans and (b) the Client, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement shall be limited to 100% of the total Licence Fees paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose.
9.4 Student Beans will not be liable for: (a) any failure to comply with the provisions of this Agreement if such default is attributable to any acts or omissions of the Client its agents, employees or contractors including without limitation the failure of the Client to perform its obligations under this Agreement; (b) any consequences arising from Student Beans complying with the Client’s instructions or requirements; (c) any consequences arising from the Client failing to secure any necessary consents, licences or permissions; or (d) any consequences arising from the Client failing correctly to enter information into its own system(s).
9.5 Nothing in this clause 9 (Limitation of Liability) shall exclude or restrict the Client’s obligation to pay the Licence Fee or (where applicable) the Affiliate Commission or the Cost per Click Charges. The Licence Fee and Affiliate Commission CPA have been calculated on the basis that each Party will exclude and limit its liability as set out in this Agreement and the Parties expressly agree that the limitations and exclusions of liability in this Agreement are reasonable.
10. WARRANTIES: Student Beans warrants to the Client that: (a) it has all rights, licenses, consents and approvals necessary to enter into and to perform its obligations under this Agreement; (b) the Services shall be performed with reasonable care and skill and in accordance with all applicable laws; and (c) it will use good industry practice to seek to avoid introducing any viruses into the Client’s Platforms. The Client warrants and represents to Student Beans that: (a) it has all rights, licenses, consents and approvals necessary to enter into and to perform its obligations under this Agreement; (b) it will perform its obligations under this Agreement with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry and all applicable laws; and (c) it will use good industry practice to avoid introducing any viruses into the Systems or Services.
11. DATA PROTECTION
11.1 Each party shall comply with its respective obligations under the applicable laws and regulations concerning data protection and/or privacy under the Data Protection Legislation. The terms “process(ing)” “controller”, “processor”, “personal data” and “data subject” shall have the same meaning as in the applicable Data Protection Legislation.
11.2 Each party to this Agreement:
11.2.1 shall take steps to ensure that its employees and agents are informed of its obligations in relation to personal data that it processes;
11.2.2 agrees to process personal data in compliance with all applicable Data Protection Legislation; and
11.2.3 agrees to implement and maintain appropriate technical and organisational measures, to ensure an appropriate level of security in respect of personal data it processes, against accidental, unauthorised or unlawful loss, destruction, alteration, disclosure or of access to such Personal Data, such measures shall be implemented with regard to: (a) encryption of personal data; (b) back-up and disaster recovery arrangements; (c) the ability to ensure ongoing confidentiality, integrity, availability and resilience of the IT infrastructure and environment; and (d) the regular testing and evaluation of the effectiveness of such measures.
12. TERMINATION
12.1 Student Beans may terminate the Agreement with immediate effect if the Client commits any act which may reasonably be deemed to cause reputational damage to Student Beans or bring Student Beans into disrepute.
12.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement with immediate effect on written notice to the other if:
12.2.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 business days of that party being notified in writing of the breach;
12.2.2 the other party suffers an Insolvency Event; or
12.2.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.3 Upon termination of this Agreement for any reason, the Client shall immediately cease to utilise the Services. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13. FORCE MAJEURE: Nothing in this clause shall exclude or restrict the Client’s obligation to pay the Charges. Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, pandemic, epidemic, cyber-attack, act of terrorism, governmental act, war, fire, flood, explosion or civil commotion (“Force Majeure Event”). In the event of either party being delayed or prevented from performing its obligations under this Agreement as a result of a Force Majeure Event such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. If a party is prevented from substantially performing its obligations under this Agreement for a period in excess of 30 consecutive days, then the other party may terminate this Agreement on 30 days’ written notice.
14. VARIATION: No variation of this Agreement shall be valid unless it is in writing and signed by the parties (or their authorised representatives).
15. WAIVER: Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
16. SEVERANCE: If any provision of this Agreement (or part of any provision) is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
17. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements (written or oral) relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
18. ASSIGNMENT
18.1 Subject to clause 18.2, neither party shall, without the prior written consent of the other party, assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement.
18.2 Student Beans may assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement without the prior written of the Client to: (a) a parent or subsidiary of; (b) an acquirer of all or substantially all of its assets; or (c) a successor by merger.
19. NO PARTNERSHIP OR AGENCY: Nothing in this Agreement is intended to, or shall be deemed to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. RIGHTS OF THIRD PARTIES: Unless expressly stated otherwise, the Agreement does not give rise to any rights .
21. NON-SOLICITATION: In order to protect the legitimate business interests of Student Beans, the Client shall not (except with the prior written consent of Student Beans): (i) attempt to solicitor or entice away; or (ii) solicit or entice away, from the employment or service of Student Beans (or any its group companies), the services of any person employed or engaged by Student Beans (or any its group companies) other than by means of a national advertising campaign during the Term.
22. NOTICES: Any notice 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 under the Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out the Agreement. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9am 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 received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.
23. GOVERNING LAW AND JURISDICTION This Annex A and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Last modified: 23 August 2021.