TERMS & CONDITIONS
Last updated: April 2022
This agreement governs your use of Cheers Contracts’ website, platform and services.
Our vision is to be the platform you think about when closing contracts quickly.
Cheers is a contracts-as-a-service (CaaS) platform to help startups get their contracts done
(and quickly). We provide a set of contracts to standardise the way companies instrument their legal documents, e-signatures, payments, analytics and artificial intelligence to leverage business.
We know that our vision is a big challenge, but we have worked hard to achieve the first CaaS for businesses, with a legal-business mindset and we are proud to connect them with a handshake. That is Cheers.
Fees are public and transparent on our Site. Users can also request bespoke solutions (e.g. onboarding, implementation services and customization) or other services that will be regulated by these terms and the particular agreement, accordingly to the requested business (“Fees”).
“Fees” are exclusive of taxes, levies and duties (“taxes”). Both parties acknowledge and agree that to the extent any services provided by Cheers may be subject to any sales or other applicable tax, User shall pay these taxes, assessable by any jurisdiction, except as specifically delineated below. Customer shall include payment of taxes in its submission of Fees and expenses to Cheers.
Cheers will charge for the CaaS, services requested and maintenance in all cases regardless of the frequency of use. Clients can terminate the subscription at any time and download their portfolio of contracts. Cheers will not, under any condition, provide a copy of all information contained in the CaaS in whole or partially.
Customer agrees to notify Cheers in writing of any changes to the customer’s account information or termination of its authorization at least thirty (30) days prior to the next billing date. In the event payment dates fall on a weekend or holiday, Customer understands that the payments may be executed on the next business day.
Cheers may, without liability to Customer, disable the password, account, and/or access to all or part of the Services if any Fees and applicable taxes are not paid within forty-five (45) days of such Fees and taxes first becoming due and payable under this Agreement. In the event of the foregoing, Cheers shall not be obligated to provide any or all of the Services until such Fees and applicable taxes are paid in full.
Cheers complies with local regulations and industry best practices. Therefore, a KYC (Know you Customer) questionnaire will be displayed during the registration process, as a user and as a counterparty of Cheers’ users (like clients or providers of our Cheers’ Users). This information may include full name, address and industry, among other relevant data for the purposes of the agreement and the use of CaaS.
Users cannot be shared or disclosed. Customer is responsible for the management and administration of any logons and user IDs (and any associated passwords and access privileges) to or for the use of the Services, in accordance with this Agreement and subject to the approval of Cheers. Customer shall strictly maintain the confidentiality of all such logos, user IDs and passwords, and Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use or disclosure of such logons, user IDs and passwords.
Customer and its Users are responsible for maintaining the security of their accounts, and Customer is fully responsible for all activities, damage and/or misconduct that occur under their account and by their Users. Customer represents and warrants that its Users of the Services will abide by the terms and conditions of this Agreement and Customer acknowledges and agrees that it shall be fully responsible for any User’s breach of this Agreement. To obtain access to the Services, Customer shall provide each User of the Services a unique user ID.
When registering a User, each User must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. Only the User associated with a particular user ID may use that user ID to access or use the Services. Customer may deactivate and reallocate logons or user IDs for the Services to different individual Users, as reasonable and necessary, from time to time.
Customer shall promptly report to Cheers any breach of confidentiality with respect to such logons, user IDs, passwords, or the Service, or any other problem with the Service, of which Customer becomes aware.
Promotion and marketing content
The description of any services, product, place or similar content provided by the Company, or advertising material published or issued by Cheers, whichever is issued, is for identification only and does not constitute an acquired right by the recipient. Cheers reproduces certain information of third parties and does not guarantee its accuracy or completeness. Cheers can modify the information provided at any time, at its sole discretion. Examples of this are podcasts, newsletters, advertising material and meetups.
Data Protection and Publicity
If you enter into a contract with Cheers, you agree that the Company may use your name, image and other identifiable information.
Please note that under data protection laws you are entitled to request that the Company does not contact you and removes your details from its database.
For the avoidance of doubt, Customer contracts, clients and counterparty details are exclusively owned by the Customer and Cheers have no interference nor right on this information. Cheers will handle this information as strictly confidential.
Signing up for the Cheers email newsletter, allows us to collect your name and email address only for the purposes of sending you marketing emails. Consent is required to process your personal data which must be explicitly given.
The Company may share the User's information with third parties, even when they are outside of the US. Cheers will do everything possible to ensure that all parties comply with the best standards in Data Protection regulation.
You may withdraw consent at any time by unsubscribing to our newsletter at firstname.lastname@example.org with the subject: “Data Protection”.
Intellectual Property Rights
Cheers CaaS contains information, data, software, photos, graphics and other materials protected by copyright, trademark or other proprietary rights.
The content on this Website cannot be reproduced, republished, distributed, transmitted, displayed, broadcasted or exploited in any manner without the express prior written consent of Cheers.
All intellectual property rights with regards to these materials offered and available on the Website are the property of Cheers.
All intellectual property rights relating to this Website, including software, text, photographs, images and/or sounds are owned by us and/or the person from whom we have obtained a license.
Cheers is a CaaS platform that aims to create bridges between individuals (either doing business as a sole trader or freelancers or on behalf of a company) and does not tolerate any unlawful nor discriminatory behaviour.
Customer agrees that it will not knowingly upload any User Content that: (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens and/or incites violence towards any individual and/or group; (iii) is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability; (iv) is spam, is machine-generated or randomly-generated, constitutes unauthorized and/or unsolicited advertising, chain letters, any other form of unauthorized solicitation, and/or any form of lottery and/or gambling; (v) contains and/or installs any viruses, worms, malware, Trojan horses, and/or other content that is designed and/or intended to disrupt, damage and/or limit the functioning of any software, hardware and/or telecommunications equipment and/or to damage or obtain unauthorized access to any data and/or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights; (vii) impersonates any person and/or entity, including any of Cheers’s employees and/or representatives; and/or (viii) violates the privacy of any third party or Cheers employee and/or representative.
Cheers does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content. However, Cheers may, but shall not be obliged to, review, either by manual or automated means, all User Content which is or may be uploaded on this site, and monitor and/or review any areas of this site where Users transmit and/or post communications and/or communicate with each other and/or Cheers (as applicable). Cheers retains the right (but disclaims any obligation) to reject, not post, not use, remove, amend, deny access to and/or delete any User Content, without notification, which breaches this Agreement. Cheers retains the right to co-operate with any law enforcement authorities, or in response to court and other official requests directing that Cheers disclose the identity of anyone posting User Content.
Customer acknowledges and agrees that Cheers utilizes third-party service providers to host and provide the Services and store User Content and the protection of such User Content will be in accordance with that third-party’s safeguards for the protection of the security, confidentiality, and integrity of the User’s data.
Customer is responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection and backup of any User Content.
Cheers is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, User Content and/or other information that Customer and/or its Users submits and/or uses in connection with the Services (including without limitation as a result of Customer errors, acts or omissions).
NO LEGAL ADVICE; ELECTRONIC COMMUNICATION
Cheers is not involved in agreements between Customer and other users or recipients.
By using the Services, the Customer agrees to receive certain communications in connection with the Services. The communications between Customer and Cheers use electronic means, whether Customer uses the Services or sends Cheers emails, or whether Cheers posts notices on the Services or communicates with Customer via email. For contractual purposes, Customer: (i) consents to receive communications from Cheers in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Cheers provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect Customer’s non-waivable rights.
The Services do not provide legal advice and Cheers is not a law firm. Part of the Services may involve the making of contracts, and/or other legal relations and although Cheers attempts to make sure information is accurate and useful, Cheers recommends that Customer consults with a lawyer if legal advice is required. Cheers does not offer any legal advice, legal opinions, recommendations, referrals, and/or counselling.
“Confidential Information” means any non-public data, information and other materials regarding the products, software, services, customer list, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably understood to be confidential and/or proprietary. Without limiting the foregoing, the Software and any performance data, benchmark results, and technical information relating thereto, the Documentation, Cheers’ pricing information and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of Cheers. The party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the party receiving Confidential Information shall be referred to herein as the “Receiving Party.”
Notwithstanding the foregoing, Confidential Information shall not include information which: i. is already or becomes known to the Receiving Party (defined below) prior to disclosure by the Disclosing Party or independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality; ii. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; iii. is rightfully obtained by the Receiving Party without breach of this Agreement and/or from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or iv. was lawfully and demonstrably in the possession of the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
The Receiving Party agrees not to use or disclose the Confidential Information, and may disclose the Confidential Information only as necessary and appropriate to perform its obligations hereunder and to receive the benefit of the Services in accordance with this Agreement to its officers, directors, employees, agents, affiliates, and subcontractors (and their employees) (collectively “Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement.
The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. The Receiving Party will not transfer or disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent and without such third party having a contractual obligation (consistent with this Section) to protect and keep such Confidential Information confidential. The Receiving Party will not use any Confidential Information for any purpose other than to perform its obligations under this Agreement.
The Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care.
If the Receiving Party is requested or required to disclose any of the Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation or another similar requirement (a “Legal Requirement”), the Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and the Receiving Party is legally compelled to disclose such Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.
The parties agree that ownership of any Intellectual Property in any materials owned by the other party shall remain with that party, and nothing in this Agreement shall imply that any right or license in respect of such Intellectual Property is being granted to the other party.
Upon termination or expiration of this Agreement and upon the Disclosing Party’s written request, the Receiving Party will return to the Disclosing Party all copies of Confidential Information already in the Receiving Party’s possession or within its control. Notwithstanding the foregoing, the Receiving Party shall be entitled to keep copies of any records it is required to retain by law or regulation, and/or copies retained as part of the Receiving Party’s backup or record retention process, such as this Agreement, the proposal, and due diligence information provided by the Disclosing Party, which shall remain subject to the confidentiality terms set forth herein. Alternatively, with Disclosing Party’s prior written consent, the Receiving Party may destroy such Confidential Information; provided that the Confidential Information is: (i) destroyed in accordance with applicable law, rule or regulation; and (ii) is rendered unreadable, undecipherable and otherwise incapable of reconstruction, in which case an officer of the Receiving Party will certify in writing to the Disclosing Party that all such Confidential Information has been so destroyed. The obligations with respect to Confidential Information, as set forth in this Section, shall continue in force and effect for a period of five (5) years after termination or expiration of this Agreement. Notwithstanding the foregoing, Confidential Information that constitutes a trade secret of the Disclosing Party will be subject to the terms of this Agreement for as long as such information remains a trade secret under applicable law.
Each party acknowledges that a breach of this Section may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and each party agrees that the Disclosing Party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section shall survive the expiration or termination of this Agreement.
Term and Termination
Agreement Term. The term of this Agreement shall commence on the Effective Date and continue thereafter for a period of one (1) year (“Initial Term”). Unless otherwise terminated in writing by any parties. Upon the expiration of the Initial Term, the Agreement will automatically renew for successive one-year periods unless either party provides the other with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.
Termination for Breach. If a party materially breaches this Agreement and/or any Proposal (the “Defaulting Party”), and the Defaulting Party does not cure such breach within thirty (30) calendar days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement upon written notice to the Defaulting Party. Termination of this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.
Termination for Insolvency. Either party may terminate this Agreement and/or Proposal in the event the other party becomes Insolvent. For purposes of this Subsection, “Insolvent” or “Insolvency” shall mean a party that makes an assignment for the benefit of creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to administer its affairs or otherwise take control of its assets or business operations, becomes a debtor in a voluntary proceeding under any law or statutory scheme relating to insolvency, reorganization or liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed against a party and is not dismissed within ninety (90) calendar days thereafter.
Termination for Dissolution. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party ceases to do business, or otherwise terminates its business operations without a successor.
Upon termination pursuant to this section, Customer will pay all outstanding fees, taxes, charges and expenses owed through the Term of this Agreement as if such Agreement and/or Proposal had not been terminated. For the avoidance of doubt, any pre-paid fees and taxes are non-refundable.
The information on this website is for general information purposes only. Cheers aims to keep the information up-to-date. We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. In no event, we will be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with the use of this website.
Through this website, you are able to link to other websites which are not under the control of Cheers. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Every effort is made to keep the website up and running smoothly. However, Cheers takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
Cheers reserves the right to amend these terms and conditions from time to time. The latest version of these terms and conditions will be available on the Website.
If there is any reason to believe that there has been a breach of these terms and conditions, the Company may, at its sole discretion, reserve the right to suspend or terminate the agreement and any access to the Services.
Limitation of liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF LIABILITY, INDIRECT LIABILITY, OR INCIDENTAL LIABILITY. OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE).
The materials illustrated can be subject to change at any time without prior notification from Cheers. Especially all prices and fees on the Website are provided with reservation of type-, conversion-, and programming errors. For the consequences of such errors, no liability is acknowledged or accepted by Cheers. No agreement or contract with the Company is established based on such errors.
The contents of Cheers website, the subscription to newsletters or the sending of information requests cannot generate any kind of relationship between the Company and the receiver of the information. You should never rely only on the information on this Website.
Law and Jurisdiction
Litigation should be a last resort. Before any legal suit action or proceeding arising out of or relating to these Terms or Agreements from the Client, User or Customer an alternative method of resolution should be put in place, accordingly with Cheers guidances. This is to give the parties the previous notice to amend the disagreement or unhappiness with the Services and find a solution together. This Agreement and all related actions shall be governed by the laws of England and Wales and any legal suit action or proceeding arising out of, or relating to this Agreement shall be commenced in a court of competent jurisdiction, located within the US; and each party irrevocably submits to the personal jurisdiction and venue of such court in any suit, action or proceeding.
The use of the Services may be governed by the laws of different countries or regions, and Customer agrees to abide by such local laws. Customer agrees that Customer’s use of any electronic signatures will be as valid as any manual signatures if authorized by local law, and Customer, not Cheers, will ensure that Customer’s use of electronic signatures is in conformance with local laws and regulations.
Legal Name: Cheers Smart Technology
Place of Registration: England and Wales
Company Number: 12673943
If you have any questions about this Agreement and any part of their terms, You can contact us by visiting our website at cheerscontracts.com or by email at email@example.com. we will love to hear from You.
Thank you for choosing us,
The Cheers team