1.1 Hello and welcome to Sunlight. We are Sunlight Technologies Limited ("we", "us" and "our") a company registered in England and Wales. Our company registration number is 10275463 and our registered office is at Flat 75, Beacon Point, Dowells Street, London SE10 9DX.
1.2 You may request our Services online (by way of our Platform) or by way of direct contact with us. In the event that you make direct contact, we will prepare a set of commercial terms that define the fees and any other related information ("Commercial Terms"). An agreement will be formed on the earliest of your signed copy agreement or use of the Services. In the event that you request our Services online, you will be submitting an offer on behalf of the Client in accordance with the fees set out on our Platform. We will accept your offer by providing you with a confirmation email ("Confirmation Email") at which point a binding agreement will be formed. We may reject your request without giving a reason. In the event of a conflict between the Confirmation Email and the Terms and Conditions, the Terms and Conditions shall take precedence unless explicitly agreed in the Confirmation Email.
1.3 This Agreement is effective on the Effective Date (as defined in our Commercial Terms on the date on which we send the Confirmation Email) and is entered into between Sunlight Technologies and the entity whose details are set out in the Commercial Terms or the Confirmation Email (the "Client", "you" and "your"). The Agreement consists of these Sunlight Terms and Conditions, and the Confirmation Email or the Commercial Terms (collectively, the "Agreement").
2.1 By using our platform available at www.sunlight.is ("Platform"), you appoint us as your non-exclusive agent to purchase goods ("Resources") on your behalf for educational purposes for an individual ("Individual"). The Resources will be chosen by the Individual within certain parameters and such parameters may be set by you ("Parameters"). You agree that the Individual shall own the Resource (subject to the expiry of a refund period (if any), and shall take such steps to confer title as required under this Agreement.
2.2 You hereby authorise us to negotiate and sign or otherwise conclude contracts for the purchase of Resources in the name of and on behalf of the Client, without prior reference to the Client. You permit us to choose and use third parties, at our sole discretion, to provide the Resources ("Third Parties").
2.3 We ask that you set up a personal user account in order to use our Services. Through your personal account you can either:
3.1 We will:
3.2 Our services will be carried out with reasonable skill and care.
3.3 We will not describe ourselves or hold ourselves out or permit ourselves to be held out as being your general agent or otherwise associated with you except as your agent under this Agreement. Except as authorised in writing or implied by statute we will not make any warranty or representation or do any other acts in the Client's name or on your behalf.
3.4 We reserve the right to cancel or refuse to purchase Resources:
For completeness, Individuals cannot exchange a Resource or Sunlight for any form of currency or goods that are not considered Resources. You will ensure that you inform all Individuals of this information.
4.1 We will:
4.2 We will ensure that any person associated with us who is performing Services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Agent in this clause 4 ("Relevant Terms"). We will be responsible for the observance and performance by such persons of the Relevant Terms.
5.1 Our Fee is:
is payable in advance and set out in the Commercial Terms or Confirmation Email. We operate in this way to give us the flexibility to process an Individual's request for a Resource without the need for your payment each time a Resource is requested.
5.2 In the event that a Resource cannot be purchased, you allow us to retain the sum for obtaining other Resources. All Sunlight, once held by an Individual, cannot be converted and reimbursed to you for currency under clause 5.6. In the event of uncertainty relating to a Resource, transaction or sum allocated to purchasing Resources, both parties agree to negotiate in good faith should an issue arise.
5.3 Subject to clause 19.7, the Fee represents our entire compensation for the Services performed on your behalf. We are not entitled to further compensation or reimbursement unless you choose to send more Sunlight via the Platform.
5.4 The Fee payable under this Agreement is exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question.
5.5 If you fail to make any payment due to us under this Agreement by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
5.6 Payments will be made to us in British Pound Sterling (GBP) or other such currency at our sole discretion which may be set out on the Platform or otherwise.
5.7 Our Platform allows you to see how Individuals have spent their Sunlight. You can access this report at any time.
6.1 You agree to act dutifully and in good faith in relation to your activities with us. In particular you agree to:
6.2 You agree to liaise with the Individual and inform us within 2 Business Days of the acceptance or refusal of a Resource where we procured the order for you.
6.3 You hereby authorise us to publish the Sunlight provided to any Individual and/or Group and to publish the Resources purchased by any Individual or Group.
7.1 We will order all Resources chosen by Individuals on the Platform. We will provide the Client's Group administrative contact and the Individual with all information reasonably required regarding order status and tracking.
7.2 A third party will deliver the Resource to the Individual. You hereby acknowledge that tracking and delivery of the Resource will be subject to a Third Party supplier's terms and conditions. We will make Third Party terms and conditions available through the Platform. Time shall not be of the essence in relation to delivery of the Resource.
7.3 It is always possible that, despite our best efforts, some of the Resources may be incorrectly priced. We will normally check prices before accepting an Individual's request for a Resource. However, you acknowledge that we rely on third parties to provide us with the correct pricing. As such, we may need to pass on an unexpected increase to you. In respect of such Resource, we will obtain your consent before ordering.
8.1 We will be responsible for processing returns and liaising with Third Parties in relation to Resources. The Individual will be responsible for packaging and posting the Resource to the Third Party. The Individual shall obtain a tracking number in respect of any returned Resources to the Third Party to allow us to monitor delivery. In the event that the Individual does not provide us with a tracking order and/or we are unable to confirm that the Third Party has received the returned Resource, we will not reallocate Sunlight to yours or an Individual's account.
8.2 We will be responsible for ordering any replacement or substitute Resource requested by an Individual when returning a Resource.
8.3 You acknowledge that the ordering, processing and negotiating the exchange or return of a Resource constitutes part of our Service. As such, you will not be entitled to a return of the Fee (in whole or in part) in relation to the refund or adjustment of any Resource.
8.4 Subject to clause 8.2, we will reallocate the Sunlight to an Individual subsequent to any refund or adjustment relating to a Resource.
9.1 To register, you must provide us with accurate, complete and up-to-date contact information, including name and email address. You are responsible for the information you provide to us. You must promptly update your account information online in the event of any changes to this information.
9.2 Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any application for registration, without giving a reason. If we approve your registration, you will receive a notification from us.
10.1 You are solely responsible for the activity that occurs on your account, and it's your sole responsibility to protect your password from unauthorised use. You must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID. You must notify us immediately of any breach of security or unauthorized use of your account. Unless you notify us of any such risk in writing, any activities that occur using your log-on ID will be treated as if they were carried out by you.
10.2 You agree that you will not solicit, collect or use the login credentials of other users. Additionally, you may never use another's account without permission. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of this Agreement or, if any details you provide for the purposes of registering as a user, prove to be false.
10.3 We reserve the right to reclaim user names or Groups that become inactive or on behalf of businesses or individuals that hold legal claim or trademark in those usernames.
11.2 We may also provide you and/or an Individual with recommendations ("Recommendations")through our chat function ("Live Chat"). You acknowledge that Live Chat Recommendations do not represent promises or educational advice. We shall not be liable for any loss or damage incurred as a result of the Individual's selection of a Resource. Both the Client and Individuals will be responsible for verifying the Recommendations and act on these Recommendations at their own risk.
11.3 We may provide support and troubleshooting services in respect of the Services ("Support Services") including a question and answer section to help Individuals or the Client set up their account. You acknowledge and agree that our provision of the Support Services shall be conditional upon your promptly providing all reasonable assistance, information and decision-making as reasonably required by us from time to time, which you agree to give. You will provide prompt feedback to us, at your reasonable request. We may, on prior notice to you, make changes to the Support Services, provided that such changes do not have a material adverse effect on the your business operations.
11.4 We will issue modifications in relation to the Platform where appropriate by way of a local fix or patch of the Platform or another suitable solution in our absolute discretion. We reserve the right to charge in respect of any modification, new release and/or new version in respect of the Platform and Services.
11.5 We will have no obligation to provide Support Services where faults arise from misuse or incorrect use of the Platform, use of the Platform in combination with equipment or software not designated by us for use with the Services and/or Platform, relocation or installation of the Platform, by anyone other than us, operator error and/or otherwise at our reasonable justification.
11.6 It is your responsibility to ensure that you have the equipment of appropriate specification and Internet connection to enable you to access the Services. You acknowledge that you are responsible for all charges for Internet access (including mobile data usage) charged by your Internet provider.
11.7 We cannot guarantee the continuous, uninterrupted or error-free operability of the Services. There may be times when certain features, parts or content of the Services, or the entire Services, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Services, or any features, parts or content of the Services.
11.8 We may, from time to time, with or without prior notice, temporarily suspend the operation of any Services (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
11.9 We may have to suspend the Services to:
11.10 We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Recommendation.
12.1 "Content" means text, graphics, images, and information or other materials that are posted, generated, uploaded, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that users (including you) provide to be made available through the Services. Content includes without limitation User Content.
12.2 Content is provided to you "as is". You understand that when using the Services, you will be exposed to Content from a variety of sources, and that we are not responsible for the accuracy, timeliness, completeness, reliability, usefulness or intellectual property rights of or relating to such Content.
12.3 You must only use the Services and anything available from the Services for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
12.4 As part of the Services, we may, from time to time, allow you to upload user-generated content such as a profile photo ("User Content Areas"). We do not control the material submitted to User Content Areas, nor are User Content Areas actively moderated.
12.5 You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under this Agreement. You also represent and warrant that your User Content will not infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
12.6 You understand and agree that any User Content you submit will be publicly available. You can remove your User Content by specifically deleting it. Deletion will not terminate the User Content License (as defined). We’re not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
12.7 Whilst we do not pre-screen User Content, we reserve the right to delete, edit or modify any User Content submitted by you at any time without notice to you.
12.8 Complaints about the content of any User Content must be sent to firstname.lastname@example.org or communication made through Live Chat and must contain details of the specific User Content giving rise to the complaint.
13.1 You agree not to do any of the following:
and shall not permit any Individual or other
third party to do any of the foregoing.
13.2 We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of this Agreement. We reserve the right to terminate your account and your access to and use of the Services if we determine, in our sole discretion, that your User Content is objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities in respect of users who violate the law.
14.1 The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites and do not guarantee that they will be continuously available. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. The fact that we include links to such external websites does not imply any endorsement of or association with their operators or promoters.
15.1 As part of the Services, you may (if enabled) receive push notifications, text messages, alerts, emails or other types of messages directly sent to you outside or inside the apps providing the Services ("Push Messages"). If you decide to enable such Push Messages, you agree to receipt of communications from us via the Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages through the Services (with the possible exception of infrequent, important service announcements and administrative messages). Please be aware that third party messaging or data fees may occur relating to these Push Messages depending on the plan you have with your wireless carrier.
16.1 "Intellectual Property Rights" means 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).
16.2 Except as expressly provided in this Agreement, nothing in this Agreement will give and/or transfer either party any right and/or ownership in respect of any Intellectual Property Rights owned by the other or the goodwill associated with them, and neither party may use any corporate, trading or brand name, trade mark or logo of the other party, without the prior written consent of the other. Any goodwill arising from the use of a party's trade mark under this Agreement will belong to that party.
16.3 We and our licensors remain the sole and exclusive owners of all Intellectual Property Rights and other rights in and to the Platform and Services, and all Intellectual Property Rights, works, tools, products, documentation, information, data and other material (including software, designs and specifications) that we use and/or make available to you in connection with the Platform and/or the performance of the Services under this Agreement (“Our Materials”). Except as expressly permitted by this Agreement, you may not use any of our Intellectual Property Rights without our prior written consent.
16.4 You shall promptly bring to our attention any improper or wrongful use of any of our Intellectual Property Rights which comes to your notice.
16.5 You hereby grant to us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to access, use, copy, reproduce, modify, adopt, create derivative works based upon, distribute, publish, translate, publicly display, publicly perform, view, download, and print your User Content (in whole or in part) in connection with operating and providing the Services and Content, in any and all form of media or technology now existing or hereafter developed.
16.6 We may use the Client's trademarks, trade names and logos within the scope of this Agreement and in your sole interest. Our right to use your trademarks, trade names or logos as provided for under this clause shall cease immediately on the expiration or termination for any reason of this Agreement, provided that we shall be permitted to use your trademarks, trade names and logos in perpetuity for the purpose of identifying you as a past client (if appropriate).
16.7 You shall indemnify us from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us as a result of your use of infringement content on the Platform and/or breach of this Agreement.
17.1 "Confidential Information" means all information (whether written, oral or in some other form) 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's, or any of 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 (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential.
17.2 Each party will:
17.3 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator, stock exchange or other officially regulated exchange or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
17.4 The obligations in this Agreement do not apply to information which:
18.1 For the purpose of this clause, the following definitions shall apply:
18.2 The parties agree that unless otherwise agreed between the parties, both Sunlight and the Client will be considered data controllers of all applicable EU Data Protection Laws in respect of its performance and/or exercise of rights under this Agreement. If and to the extent, Sunlight is a data processor in relation to personal data collected under this Agreement, Sunlight shall comply with the applicable provisions of EU Data Protection Laws.
18.3 The type of Personal Data processed pursuant to this Agreement and the subject matter, duration, nature and purpose of the processing, and the
categories of data subjects, are as described in clause 18.13 and as may be updated from time to time.
18.4 Each of the Client and Sunlight shall notify each other of an individual
within its organisation authorised to respond from time to time to enquiries
regarding the Personal Data, who may change from time to time, and each of the Client and Sunlight shall deal with such enquiries promptly.
18.5 As, prior to the provision of the Services, Sunlight does not have a direct relationship with the data subject, and in each case where consent is the lawful basis for processing Personal Data, the Client shall be solely responsible for obtaining the specific, informed, unambiguous and freely given consent of each data subject for the processing of their Personal Data by or on behalf of Sunlight unless otherwise agreed between the parties.
18.6 The parties shall cooperate with each other in the preparation of appropriate, clear, concise and easily accessible notifications in accordance with EU Data Protection Laws that provide transparency to data subjects.
18.7 The parties agree to provide reasonable assistance as is necessary to each other to enable each party to comply with any subject requests (whether in relation to access to Personal Data, rectification, restrictions on processing, erasure or portability) and to respond to any other queries or complaints from their customers ("Data Subject Request") in accordance with the EU Data Protection Laws.
18.8 The parties agree to respond to Data Subject Requests without undue delay and at the latest within one month and to give reasons to the relevant data subject(s) where the parties do not intend to comply with any such requests.
19.9 Each party is responsible for maintaining a record of Data Subject Requests received by each party, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the Data Subject Request.
18.10 Each party shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing of the Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to this Agreement, including where appropriate data protection by default and/or by design measures.
18.11 For Personal Data where the parties both act as data controllers, the
parties will provide reasonable assistance and reasonably cooperate with each other to assist with each party’s compliance with EU Data Protection Laws. Subject to obligations of confidentiality and policies on the disclosure of information, where a party has a concern that the other party has not complied with this Agreement, the parties agree to exchange information to ascertain the cause of such non-compliance and take reasonable steps to remediate.
18.12 With respect to any Personal Data Breach, the party who or the party whose data processors suffers such breach (“Data Breaching party”), without undue delay (but in no event later than 48 hours after becoming aware of the Personal Data Breach) agrees to (i) notify the other party (“Non-Data Breaching party”) of the Personal Data Breach and (ii) provide the Non-Data Breaching party with such details as the Non-Data Breaching party reasonably requires regarding the nature of the Personal Data Breach, any related investigations, the likely consequences, and any measures taken by the Data Breaching party to address the Personal Data Breach, and thereafter provide regular updates on these matters. Where the Non-Data Breaching party is a datacontroller, the Data Breaching party will co-operate reasonably with the Non-Data Breaching party including with any proposed notification to a Supervisory Authority and/or communication to a data subject where required by EU Data Protection Laws.
18.13 The personal data comprises of name, employer, address, gender, age, resources purchased and role in the organization. The duration of the processing will be: until the earliest of (i) expiry/termination of this Agreement, or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under this Agreement (to the extent applicable). The processing will comprise of the processing necessary to provide the Services pursuant to this Agreement and internal analytics used for it continuous improvement. The purpose of the processing is that it is necessary for the provision of the Services. Personal data may concern the following data subjects (iii) employees or contact persons of your company; and (iv) individuals authorized by you to use the Service.
19.1 This Agreement will last unless and until you terminate the agreement by disabling your account. You can do this at any time by clicking on "settings" and "delete account".
19.2 If you delete a Group and not your account, the remaining Sunlight can be used by you (rather than a Group).
19.3 We may, with or without prior notice, suspend and/or terminate any Service and/or your use of your account in the event that:
19.4 If you have breached this Agreement, we may take such action as we deem appropriate. Such a breach by you may result in our taking, with or without notice, all or any of the following actions:
19.5 The responses described above are not limited, and we may take any other action we deem appropriate.
19.6 Upon termination of any Service or your account, for any reason:
19.7 You acknowledge that Sunlight may be obtained and sent to multiple individuals. As such, on termination, we will review any requests for reimbursement of Sunlight on a good faith basis. We reserve the right to charge an administrative fee for processing any termination requests.
19.8 Notwithstanding clause 19.7, on termination, unless you instruct us within 14 calendar days of termination to act otherwise ("Direction Period"), we will continue to spend Sunlight at an Individual's direction and you authorise us to exclusively rely on the instruction and direction of an Individual in respect of use of Sunlight. For the avoidance of doubt, once this Direction Period has expired, you may not be permitted to make further use or obtain reimbursement (subject to clause 19.7) of Sunlight.
19.9 Upon any termination, discontinuation or cancellation of Services or your account, all provisions of this Agreement which by their nature should survive will survive.
20.1 We do not exclude or limit in any way our liability to you where it
would be unlawful to do so. This includes liability for death or personal
injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for any other
liability which may not be lawfully excluded or limited.
20.2 If we fail to comply with this Agreement, we are responsible for loss or
damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for
any loss or damage that is not foreseeable (i.e. loss of profit, loss of sales,
turnover, revenue or business, loss of customers, contracts or opportunity,
loss of or damage to goodwill, loss of anticipated savings, loss of any
software or data, indirect, consequential or special loss) and arising out of
or in relation to this Agreement.
20.3 Subject to clause 2.4, in the event that an Individual, to whom we have
delegated our agency appointment (in accordance with clause 2.4), acts outside the scope of the appointment, Sunlight will not be liable for any loss or damage (including without limitation the costs of the Resource) arising out of the actions, or inactions, of such Individual.
20.4 Subject to this clause 20.1 and 20.2, our total liability arising out of or in relation to this Agreement or its subject matter shall be limited, in respect of each 12 month period calculated from the Effective Date (each a
"Contract Year") to the total of all amounts payable by you to us under the Agreement during that Contract Year up until the date of the claim.
21.1 We may transfer our rights and obligations under these terms to another organisation. You need our consent to transfer your rights to someone else.
21.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
21.3 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
21.5 All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent to the address of the recipient set out on the signature page of this Agreement or otherwise notified by the relevant party in accordance with this Agreement. Notices shall be sent by hand, by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom), or email and shall be treated as having been delivered:
This clause does not apply to the service of
any proceedings or other documents in any legal action.
21.6 All variations to this Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.
21.7 Except to the extent that this Agreement expressly provides otherwise, nothing in this Agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party.
21.8 This Agreement, and all documents referred to herein, sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous agreements between the parties relating to such subjects. Provided always that nothing in this clause 21.8 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this Agreement and each party acknowledges that it has not been influenced to enter this Agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in this Agreement.
21.9 These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.