BY THE PARTIES EXECUTING AN ORDER FORM, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. These Terms of Service ("Agreement") govern access to and use of the Bubbl platform, SDK, APIs, and associated services. The following terms have the following meanings throughout this Agreement.
"Authorised User" means an individual authorised by Customer to use the Service, including employees, consultants, contractors and agents, but not competitors of Bubbl. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity (Control meaning ownership of more than 50% of voting interests). "Agreement" means this Master Services Agreement and all applicable Order Forms. "Bubbl" means the Bubbl entity set out in the Order Form. "Customer" means the company or legal entity set out on the Order Form. "Customer Data" means electronic data and content submitted by or for Customer, or processed by the Service. "Customer Digital Asset" means mobile applications, web domains, devices, software applications and/or communication channels owned by Customer and made available to End Users. "Data Protection Laws" means all applicable laws relating to data protection and privacy including the UK GDPR and the Data Protection Act 2018. "Documentation" means the online documentation for the Service. "End User" means any end user of Customer Digital Asset(s). "Fees" means fees payable as set out in the applicable Order Form. "Library" means the latest version of Bubbl's proprietary code and binary library, including SDKs and APIs. "Malicious Code" means code intended to do harm, including viruses, worms, time bombs and Trojan horses. "Notification" means any communication with End Users made via the Service. "Order Form" means an ordering document specifying the Service and/or Professional Services to be provided. "Professional Services" means consulting, implementation, configuration, technical support, and other professional services. "Prohibited Data" includes government-issued ID numbers, medical/health information, financial account numbers, security codes, and special categories of personal data. "Service" means the Bubbl proprietary technology including Bubbl SDKs and APIs. "Term" means the term for the Service and Professional Services specified in an applicable Order Form. "Third Party Applications" means third-party software applications, APIs, operating systems, platforms, networks or devices that interoperate with the Service.
2.1 Ordering. Bubbl grants Customer a non-exclusive, non-transferable, non-sub-licensable and non-cancellable (save as permitted) licence to use the Services during the Term, in accordance with this Agreement. Customer undertakes not to connect to the Service using any method other than the Bubbl Library.
2.2 Authorised Users. Each Authorised User shall be provided a separate login. An Authorised User's login and password may not be shared with any other individual.
3.1 Use of Service. Access is provided via an applicable Order Form. Delivery occurs upon Bubbl's delivery of the initial login to the Authorised User designated by Customer. If usage exceeds applicable limitations, Customer must purchase an upgraded plan, additional volume capacity, or adjust usage. Where Customer does not comply following notification from Bubbl, Bubbl may suspend or terminate access.
3.2 Customer responsibilities. Customer is responsible for access and use by Authorised Users, and shall use the Service only in accordance with this Agreement and Applicable Laws, maintain confidentiality of Authorised User credentials, promptly notify Bubbl of any security breaches, maintain legally robust privacy policies for each Customer Digital Asset, and obtain all legally required consents for Customer Data processing.
3.3 Usage restrictions. Customer shall not make the Service available to any third party, resell or sublicense the Service, use the Service in violation of Applicable Laws, store or transmit Malicious Code, interfere with Service integrity, attempt unauthorised access, copy the Service, access the Service to build a competitive product, or use the Service for Prohibited Data or spam.
3.4 Acceptable use. Customer agrees not to use the Service to violate legal rights, engage in illegal or fraudulent activity, transmit malicious material, or engage in activities that unreasonably interfere with the Service, other customers, or third-party systems.
3.5 Notifications. Customer shall use only permission-based lists and send Notifications only where there is a lawful basis, include opt-out mechanisms where legally required, maintain compliant privacy policies, and not use the Service to generate or distribute spam.
3.6 Third Party Applications. When linking Third Party Applications, Customer authorises Bubbl to access data from those applications. Bubbl is not responsible for any usage, loss, or modification of Customer Data by Third Party Applications. Customer is solely responsible for obtaining all rights and permissions necessary to link such applications.
4.1 Fees. Customer shall pay all Fees specified in all applicable Order Forms. Payment obligations are non-cancellable and Fees paid are non-refundable (other than pursuant to Clause 10.4). The purchased Service cannot be decreased during the relevant Term.
4.2 Invoicing and payment. Licensing and subscription Fees are invoiced up front at the beginning of each month; usage-based Fees are pre-billed on estimated usage and reconciled monthly. All amounts payable shall be in the currency stated in the applicable Order Form.
4.3 Late payments. Failure to pay undisputed amounts constitutes material breach. Bubbl may suspend the Service after providing at least seven Calendar Days' prior notice of overdue amounts. Interest accrues at 3% over Barclays Bank PLC base lending rate.
4.4 Taxes. Fees do not include taxes, levies, duties or similar governmental assessments. Customer is responsible for paying all Taxes.
4.5 Future functionality. Purchases are not contingent on delivery of any future functionality or features.
the 4.6 Annual fee increase. Bubbl may increase Fees each anniversary of this Agreement upon ninety Calendar Days' prior written notice.
5.1 Bubbl owns all right, title and interest in the Service and all modifications. No rights are granted other than as expressly set forth herein.
5.2 Bubbl grants Customer a worldwide, limited-term licence to make calls to the Bubbl API and use the Bubbl Library solely in connection with the Service during the applicable Term.
5.3 Customer exclusively owns all Customer Data and Customer Digital Assets, and grants Bubbl a limited, non-exclusive, royalty-free licence to use Customer Data solely for the purpose of providing the Service.
5.4 Data protection. Both parties shall comply with Data Protection Laws. For the purposes of the Services, Customer is the data controller and Bubbl is the data processor.
5.5 Data processor obligations. Bubbl shall process personal data only on Customer's documented instructions, implement appropriate technical and organisational measures to protect personal data, ensure employees are obliged to keep personal data confidential, not transfer personal data outside the UK/EEA without appropriate safeguards, notify Customer of any personal data breach without undue delay, and maintain records demonstrating compliance.
5.6 Aggregated data. Bubbl may aggregate data for research and analysis. Aggregated data is not classified as personal data where it does not disclose the identity of Authorised Users or End Users.
5.7 Anonymised data. Bubbl may anonymise personal data for research or analysis purposes and may utilise anonymised data without further notification to Customer.
6.1 "Confidential Information" means all information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer's Confidential Information includes Customer Data. Bubbl's Confidential Information includes the Service and all non-public information relating to it. Confidential Information excludes information that is generally known to the public without breach of any obligation, was known to the Receiving Party prior to disclosure, is received from a third party without breach of any obligation, or was independently developed by the Receiving Party.
6.2 The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own (but not less than reasonable care).
6.3 The Receiving Party may disclose Confidential Information if compelled by Applicable Laws, provided it gives the Disclosing Party prior notice (to the extent legally permitted).
6.4 Confidentiality obligations extend for three years after expiration or termination of this Agreement, except that this time limitation shall not apply to trade secrets.
6.5 On the Disclosing Party's written request, the Receiving Party shall use commercially reasonable efforts to destroy all physical copies and delete or render inaccessible all electronic copies of Confidential Information.
7.1 Mutual warranties. Each party represents and warrants that it has the legal right and authority to enter into and perform this Agreement and to grant the rights and licences described herein, and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.
7.2 Disclaimers. Except as expressly provided, the Service is provided "as is" to the fullest extent permitted by law. Neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties including merchantability, fitness for a particular purpose and non-infringement. Bubbl does not warrant that the Service will be uninterrupted, error-free or secure.
8.1 Bubbl indemnification. Bubbl shall defend, indemnify and hold Customer harmless from and against any third-party claim alleging that Bubbl's intellectual property infringes a third party's copyrights, trademarks or trade secret rights. This obligation does not apply to claims arising from Customer Data, Third Party Applications, Notifications, Customer's breach of this Agreement, modifications by Customer, or failure to implement upgrades made available by Bubbl.
8.2 Customer indemnification. Customer shall defend, indemnify and hold Bubbl harmless from and against any third-party claim arising from Customer's or any Authorised User's access or use of the Service, Notifications, Customer Data, infringement of intellectual property rights, violation of obligations to third parties, or breach of Clauses 3.2 through 3.5.
8.3 Indemnification process. The indemnifying party's obligations are conditioned upon the indemnified party giving prompt written notice of the claim, granting full control of the defence and settlement, and reasonably cooperating with the indemnifying party.
8.4 Exclusive remedy. Clause 8 states the indemnifying party's sole liability and the indemnified party's exclusive remedy for third-party claims described herein.
9.1 No exclusion. Nothing in this Agreement excludes the liability of any party for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful breach, breach of confidentiality, breach of statutory obligations under Data Protection Laws, the indemnification obligations in Clause 8, or anything else where it is not legally permissible to limit liability.
9.2 Limitation of liability. Other than indemnification obligations in Clause 8, neither party's aggregate liability arising out of or related to this Agreement will exceed the amount paid by Customer in the twelve months preceding the incident. These limitations apply whether an action is in contract or tort.
9.3 Exclusion of consequential damages. In no event will either party have any liability for lost profits or revenue, or indirect, special, incidental, consequential, cover or punitive damages, even if advised of the possibility of such damages.
9.4 Other exclusions. Bubbl will not be liable for Prohibited Data sent to Bubbl, violation of Applicable Laws when acting at Customer's instructions, or the sending of Customer's or Authorised User's Notifications.
10.1 Term of Agreement. This Agreement commences on the Commencement Date as outlined in the first Order Form and remains in effect until all Order Forms have expired or been terminated, or the Agreement has otherwise been terminated in accordance with Clause 10.
10.2 Term of Services. The Term shall be as specified in the applicable Order Form, and will automatically renew for additional periods equal to one year unless Customer provides notice of non-renewal at least sixty Calendar Days before the end of the relevant Term.
10.3 Termination. A party may terminate this Agreement for cause upon thirty Calendar Days' written notice of a material breach if such breach remains uncured, or if the other party becomes subject to bankruptcy or insolvency proceedings. Bubbl may terminate immediately if it has reasonable basis to believe that Customer's use violates Applicable Laws or Clause 3.2.
10.4 Effect of termination. Upon termination or expiry, Customer shall cease all access to and use of the Service and remove Bubbl Library from all Customer Digital Assets. If terminated by Customer for Bubbl's material breach, Bubbl will refund any prepaid Fees covering the remainder of the Term. If terminated by Bubbl for Customer's material breach, Customer will pay any unpaid Fees covering the remainder of the Term.
10.5 Surviving provisions. Clauses 1 and 4 through 12 will survive any termination or expiration of this Agreement.
Each Order Form for Professional Services will set forth the Professional Services to be performed, any specifications or requirements, fees, applicable assumptions or conditions, and any other mutually agreed terms. Professional Services are purchased for the Term specified in the applicable Order Form. If no Term is specified, Professional Services expire within twelve months from the date of the applicable Order Form. Unless expressly stated otherwise, Bubbl shall retain all right, title and interest in and to the Professional Services and results thereof. Customer's rights to the results shall be the same as those granted under the Agreement with respect to the Service.
12.1 Notices. All notices shall be in writing and deemed given upon personal delivery, the second Business Day after mailing, or the first Business Day after sending by email. Notices to Bubbl should be addressed to: B Holdings Limited, 71-75 Shelton Street, London WC2H 9JQ.
12.2 Modifications. Bubbl reserves the right to change or modify any terms at any time by posting the new Agreement to www.bubbl.tech. Customer's continued use of the Service constitutes acceptance of such changes.
12.3 Co-marketing. Unless prohibited by Applicable Laws, Customer agrees to participate in reasonable marketing activities and permits Bubbl to use Customer's name and logo on Bubbl's website and promotional materials.
12.4 Force majeure. Each party will be excused from failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, terrorist actions, governmental authority actions, or failures of telecommunication or internet links.
12.5 Assignment. Neither party may assign any rights or obligations without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.
12.6 Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The order of precedence shall be: (i) the applicable Order Form, (ii) the terms and conditions of this Agreement, and (iii) the Documentation.
12.7 Relationship of parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.
12.8 Third-Party Rights. This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.9 Severability. If any provision is held contrary to law, it will be deemed null and void, and the remaining provisions will remain in effect.
12.10 Waiver. No failure or delay to exercise any right or remedy shall constitute a waiver of that right or remedy.
12.11 Anti-bribery. Bubbl shall comply with all Applicable Laws relating to anti-bribery and anti-corruption, including the UK Bribery Act 2010.
12.12 Anti-slavery. Each party shall comply with all applicable anti-slavery and human trafficking laws, including the UK Modern Slavery Act 2015.
12.13 Preventing facilitation of tax evasion. Neither party shall engage in any activity that would constitute a UK or foreign tax evasion facilitation offence under the Criminal Finances Act 2017.
12.14 Electronic signature. Each party agrees that electronic signatures are intended to have the same force and effect as manual signatures.
12.15 Governing law and jurisdiction. This Agreement shall be governed by the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
Subject matter and nature of the processing:
Bubbl is processing Customer's personal data so that it can perform this Agreement, providing the Customer with the Services. Duration of the processing: Bubbl is processing Customer's personal data for the duration of this Agreement and shall erase or delete any personal data upon request from Customer and/or in line with Applicable Laws. Data subject categories: Bubbl is processing personal data on Customer's employees, contractors and End Users.
Personal data categories:
For Customer's employees and contractors, Bubbl processes name, email address and phone number. For Customer's End Users, Bubbl processes only a unique identification number and time and location stamps. This personal data is collected when End Users are within a virtual fence determined by Customer. The unique identification number is generated by the relevant application store from which Customer's own application has been downloaded by the End User.
Technical and organisational security measures: Bubbl takes data protection and information security seriously and has policies and procedures in place. Transfer mechanisms: As the data processor located in the United Kingdom, Bubbl will not be making any cross-border transfers outside of the UK and the EEA. This means Bubbl is not required to enter into the ICO's International Data Transfer Agreement or the European Commission's Standard Contractual Clauses.
Sub-contractors: Amazon Web Services; Chargebee Inc.