IMPORTANT: You are free to submit any type of mobile entry (seefor a definition of mobile). If you submit a Mobile Widget, then you need to agree to the specific terms & conditions about Mobile Widgets (appendix 1). So don’t let this stop you from entering your mobile site, service, application or other entry to the competition!
Below are the English Terms and Conditions. You can also download and view the Terms and Conditions in English and Spanish in the downloads box on this page.
Vodafone Mobile Clicks 2011
TERMS AND CONDITIONS
1. Vodafone Mobile Clicks 2011 is an initiative of Vodafone Group Services Limited (company number 03802001) whose address is Vodafone House, The Connection, Newbury, Berkshire RG14 2FN (referred to as "Vodafone") in co-operation with Trend8 i.o. ("Trend8") to encourage mobile startup companies to develop new, innovative, creative and technically viable mobile internet products and/or services.
2. By entering Vodafone Mobile Clicks 2011 you agree to be bound by these terms and conditions (the "Terms and Conditions"). Promotional materials relating to Vodafone Mobile Clicks 2011 also forms part of these Terms and Conditions. In the event of any conflict between such promotional materials and these Terms and Conditions, these Terms and Conditions take precedence.
3. The promoter of Vodafone Mobile Clicks 2011 is Vodafone.
4. For the purposes of these Terms and Conditions,Vodafone Group Company means Vodafone Group Plc and each company or entity in which Vodafone Group Plc has a shareholding or interest, directly or indirectly of 15% or more of the voting rights (“Vodafone Group Company”).
2. PARTICIPATION AND SUBMISSION OF ENTRIES
1. Vodafone Mobile Clicks 2011 is open to individuals residing in United Kingdom of Great Britain and Northern Ireland (“UK”), Spain, Germany, Netherlands, Republic of Ireland, Turkey and Portugal (together the “Territory”) over the age of 18 years and to all start-up companies, businesses, institutions and all other organisations (“Company”) resident in the Territory. Any Company must be privately owned and have an annual turnover of not more than 500,000 Euros. Participants must be, or must have the intention to become, a start-up enterprise/business in the field of mobile internet products or services (evidence of which may be requested by Vodafone). Start-up means that the enterprise/business cannot be older than three years since its incorporation.
2. Vodafone Mobile Clicks 2011 is not open to:
i. Employees of Vodafone and any of its group companies;
ii. Employees of TREND8 and any of its group companies;
iii. Vodafone’s or TREND8’s service providers, agents or anyone connected with Vodafone Mobile Clicks 2011;
iv. Anyone involved in judging Vodafone Mobile Clicks 2011;
v. Immediate family and or household members of the individuals referred to in this section 2.
3. To enter Vodafone Mobile Clicks 2011, each participant must complete an entry form (the "Entry") which is available on the website www.vodafonemobileclicks.com. The Entry must contain the following information:
i. A detailed description of the product or service in the field of mobile internet
ii. A business plan, including an investment plan and an estimate of costs needed to develop the product or service
iii. A description of the legal form (such as limited liability companies, partnerships, sole trader etc) of the start-up, including, if applicable, details of the shareholders, any obtained financing and the personal data and curricula vitae of the (management) team and/or board;
iv. A short description of the entry which Vodafone and any other Vodafone Group company can use at all times in their marketing communications and/or other communications.
4. For the avoidance of doubt all Entries which include widgets or which will enable widget development must in addition comply with the terms Vodafone’s Widget Developer Agreement a copy of which is attached as appendix 1.
5. Entries may be submitted from 28 April 2011 and must be received no later than 00.00 AM CET on 12th June 2011 (for UK participants no later than 23.00pm BST on 12th June 2011) (the "Entry Period"). Entries received after the closing of the Entry Period shall not be considered.
6. Each participant may submit only one Entry. Upon submission, Entries may not be revised or amended.
7. All Entries must be in English. Entries in another language shall not be considered.
8. Incomplete, illegible, damaged and/or fraudulent Entries shall be rejected.
9. Vodafone and TREND8 reserve the right to exclude any participant who enters or attempts to enter Mobile Clicks 2011 in a manner which in Vodafone’s reasonable determination is contrary to these Terms and Conditions or by its nature is unjust to other participants (including without limitation ) tampering with the operation of Mobile Clicks 2011.
10. Participation in Vodafone Mobile Clicks 2011 is free of cost. Participants will bear their own costs incurred with respect to the research, development and preparation of their Entry, as well as any costs regarding their participation in Vodafone Mobile Clicks 2011 including but not limited to travelling and reproduction costs.
11. Submitted Entries shall not be returned.
1. Each participant warrants that:
i. All information provided with his Entry is true, complete and accurate;
ii. His Entry is his own original creation and that he is the sole author and proprietor of the Entry and the information contained therein;
iii. His Entry and the information contained therein does not infringe any third party rights, including but not limited to intellectual property rights and complies with all applicable laws, rules and regulations within the Territory;
iv. Prior to entering Vodafone Mobile Clicks 2011 he has not sold, assigned or otherwise transferred any interest in the Entry to any third party, made his Entry available to the public and/or exploited it anywhere in the world and during Vodafone Mobile Clicks 2011 he shall not do any of the foregoing;
v. He, and in the event of a participant who is a legal entity, any of its directors, founders or shareholders, is not involved, directly or indirectly, in any illegal activity or any conduct which could have a negative impact on the name and/or reputation of Vodafone and/or TREND8 and/or Vodafone Mobile Clicks 2011.
2. Each participant shall indemnify and hold Vodafone and TREND8 harmless in full and on demand against any loss, cost, damage, injury or expense that Vodafone and/orTREND8 may incur as a result of any breach by the participant of these Terms and Conditions.
4. SELECTION PROCEDURE
1. Selection of the ultimate winner(s) shall take place in a four stage process:
i. Stage one: Selection Round
All qualified Entries will be evaluated during June/July 2011 by a jury, consisting of one or more representatives of Vodafone and/or other representatives in the field of mobile technologies or other entrepreneurs (the "Preliminary Jury"). The Preliminary Jury will select 35 Entries (the "Nominees") at its sole discretion. All Nominees shall be notified by email and/or by telephone. Nominees should keep in mind that they are required to provide material when requested about their start-up.
ii. Stage two: Jury Round
The Nominees shall be requested to pitch their Entry through delivering material (presentation, video, screenshots) for the Preliminary Jury during July/August 2011(the “Jury Round”). The Preliminary Jury shall select Entries from each country ( UK, Spain, Germany, Netherlands, Republic of Ireland, Turkey and Portugal) as country finalists at the Semi-Final as the Selected Entries (the “Semi-Finalists”). Selected Entries who fail to deliver material about their Entries forfeit their place and the Preliminary Jury shall be entitled but not obliged to offer the forfeited place to any other participant. The Semi-Finalists shall be notified by email and /or by telephone.
iii. Stage three: The Entries of the Semi-Finalists shall be subject to a public vote to determine one Finalist per country. The public vote will determine the scores for each country Finalist by the public. The score will be added to their total score at the Final.
iv. Stage four: The Final Round at PICNIC
The Finalists are invited for one last final pitch at the main stage at the PICNIC Conference during September 2011 before a jury consisting of the Preliminary Jury or part thereof and other representatives of Vodafone and/or representatives in the field of mobile technologies (the "Jury") in order to determine the winner(s) (“Winner”). Finalists must be present at the final pitch to be eligible to be a Winner. The Winner(s) will be announced during the award show on the last day of the PICNIC Conference.
2. All Entries will be evaluated based on the following criteria:
i. Originality, creativity and innovation;
ii. Technical and operational feasibility;
iii. Economic and financial viability;
iv. Use case and end-user value;
v. The quality of the members of the (management) team (e.g. their experience, knowledge, skills, relations); and
vi. Any other criteria the Preliminary Jury and/or the Jury in their sole discretion deem relevant.
3. Participants are required to provide such further information as may be requested by the Preliminary Jury and/or the Jury. Each participant shall fully co-operate with and participate in all publicity and promotional activities in respect of his participation in Vodafone Mobile Clicks 2011. If selected, the participant agrees to be present at all events mentioned above under 4.1.
4. All presentations, pitches, further information and all other documentation and correspondence shall be in English.
5. All decisions made by the Preliminary Jury and/or the Jury are at their sole discretion, final and binding and cannot be contested or disputed. No correspondence will be entered into by Vodafone, TREND8 or any member of the Preliminary Jury and the Jury regarding these decisions.
1. The Total prize ("Prize") consists a total of EUR 225,000 (before tax). The Prize will be divided in three prizes: first prize for the Winner: EUR 150,000;second prize of EUR 50,000 and third prize of EUR 25,000; The Prize will be paid by Vodafone.
2. The Prize will be awarded provided that a sufficient number of qualified Entries have been received from separate participants.
3. Each Winner shall have the sole responsibility for payment of any taxes, duties, charges or levies to be paid to any third party in connection with any money (including the Prize) received in connection with Vodafone Mobile Clicks 2011.
6. PUBLICITY AND PERSONAL INFORMATION
1. Participants grant Vodafone, Vodafone Group Company and TREND8 without limitation and without compensation the unconditional, irrevocable, perpetual, worldwide right to include in a database in connection with Vodafone Mobile Clicks 2011 the contents of the Entries and their personal information, including but not limited to their name, country of origin and photograph. Participants grant Vodafone, Vodafone Group Company and TREND8 the unconditional, irrevocable, perpetual, worldwide right to publish and use all information with regard to the contents of their Entries that participants will communicate to the public during the presentations at the PICNIC Conference in Amsterdam at September 2011 and their personal information without limitation. The participants hereby explicitly grant their permission to Vodafone, Vodafone Group Company and TREND8 to shoot and produce a showcase of Vodafone Mobile Clicks 2011 at the PICNIC Conference in Amsterdam at September 2011 using the sound and images of the participants and that such showcase will be used by Vodafone for internal and external promotional activities.
2. Participants shall not engage in any publicity or promotional activities or make any public announcement about their participation in Vodafone Mobile Clicks 2011 without the prior written consent of Vodafone and TREND8.
3. For more information on the use of personal information by Vodafone and TREND8 please consult the privacy statement on www.vodafonemobileclicks.com.
7. NO LIABILITY
1. Vodafone and TREND8 shall not be liable for lost, misdirected, late, illegible, incomplete or unintelligible Entries, or for inaccurate Entry information, whether caused by the participant or by any of the equipment or programming associated with or utilised in this contest, or by any technical or human errors that may occur in submitting, receiving or processing Entries.
2. Each participant shall have the sole responsibility for securing any potential intellectual property rights related to his Entry, such as by applying for a patent or design. Vodafone and TREND8 shall not be liable for any costs incurred or loss, damage, injury, expense or liability suffered by participants in relation to any failure to successfully secure any intellectual property rights related to the Entries as a result of participation in Vodafone Mobile Clicks 2011.
3. Vodafone and TREND8 will not take responsibility for loss of, or damage to, personal possessions, or injury, including death, other than due to Vodafone or TREND8’s negligence or that which cannot be excluded under law, which may be sustained directly or indirectly in connection with the participation in Vodafone Mobile Clicks 2011, or with the receipt, ownership, or use of Prizes or while preparing for, participating in and/or travelling to or from a location stipulated herein as part of the Entry.
1. Vodafone and TREND8 have the right to cancel or postpone Vodafone Mobile Clicks 2011 at any time at their sole discretion without prior notice and without liability whatsoever provided that Vodafone and or Trend 8 shall use reasonable efforts to contact participants and provide 30 days notice of material changes.
2. Vodafone and TREND8 have the right to amend or supplement these Terms and Conditions at their sole discretion at any time before or during Vodafone Mobile Clicks 2011 without prior notice and without liability whatsoever provided that Vodafone and or Trend 8 shall use reasonable efforts to contact participants and provide 30 days notice of material changes.
3. Where appropriate, the words in the singular include the plural, the words in the plural include the singular, the words that denote the masculine gender include the feminine, and the words that denote the feminine gender include the masculine within these Terms and Conditions.
4. A list of winner and second place can be obtained by contacting email@example.com.
9. GOVERNING LAW AND JURISDICTION
1. Vodafone Mobile Clicks 2011 and the Terms and Conditions shall be governed by the laws of:
a) Portugal, if you are an individual resident in Portugal;
b) The Netherlands, if you are an individual resident in the Netherlands;
c) Germany, if you are an individual resident in Germany;
d) Spain, if you are an individual resident in Spain;
e) Republic of Ireland, if you are an individual resident in the Republic of Ireland;
f) Turkey; if you an individual resident in Turkey; and
g) England, if you are an individual resident in the United Kingdom or Northern Island or you are a Company.
2. Any and all disputes that may follow from or are related to Vodafone Mobile Clicks 2011 and/or the Terms and Conditions shall be referred to the exclusive jurisdiction of a competent court in:
a) Portugal, if you are an individual resident in Portugal;
b) The Netherlands, if you are an individual resident in the Netherlands;
c) Germany, if you are an individual resident in Germany;
d) Spain, if you are an individual resident in Spain;
e) Republic of Ireland, if you are an individual resident in the Republic of Ireland;
f) Turkey; if you an individual resident in Turkey; and
g) England, if you are an individual resident in the United Kingdom or Northern Island or you are a Company.
The following Terms are only applicable in the event your Entry involves the production of a widget
VODAFONE WIDGETS DEVELOPER AGREEMENT (“Terms”)
Last updated: 12th November 2010
We are making available a System (as defined below) which enables developers to upload applications via a web portal from which users may download these applications. These Terms will take effect from the date that you confirm acceptance of the terms.
These Terms govern the relationship between us and you in respect of the System. If you use the web portal, or upload applications using the System, you are deemed to have agreed to these Terms and must not act outside these Terms. If you do not wish to be bound by the Terms you must not use the System. You accept and agree to these Terms upon the sooner of:
(a) checking the box displayed at the end of these Terms, and
(b) your use of the System.
We suggest you print off and keep a copy of these Terms for your reference.
1. ABOUT THE SYSTEM
1.1 The products, services and software we make available to you for the development and distribution of applications (“System”) are owned or otherwise licensed to and operated by us, Vodafone Sales & Services Limited, (company no. 06844137) whose registered office is at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN.
1.2 “Vodafone Companies” are companies in which Vodafone Group Plc has a shareholding or interest or has the right to exercise, directly or indirectly, the voting rights and any company or corporation with which a Vodafone Company has entered into a co-operation agreement with regard to the development and supply of new products and services and other related matters and which has a right to use the Vodafone name and brand.
1.3 Currently, we make no charge for your use of the System, but reserve the right to introduce charges in the future.
1.4 We welcome your feedback and comments – if you have any feedback, or any complaints or concerns, please contact us at: firstname.lastname@example.org.
2. ABOUT YOU
2.1 You must be of the legal age of majority (usually 18) in the country in which you live to enter into these Terms. If you are a minor then please do not use our System.
2.2 If you are entering into these Terms on behalf of a company or organisation, you warrant that you have the power and authority to enter into these Terms and “you” shall refer to such company or organisation.
3. ABOUT THESE TERMS
3.1 We reserve the right to change these Terms at any time, and any changes we make will take effect immediately. We will make reasonable efforts to contact you and provide you with thirty (30) days notice of any significant changes to the Terms. If you only visit infrequently, please check the date at the top of these Terms, to see if they have changed since your last visit.
3.2 In the event of any conflict between these Terms and any other existing supply agreement between us and you (“VSSL Agreement”), the provisions of such VSSL Agreement shall prevail to the extent required to resolve ambiguity, inconsistency or conflict.
3.3 These Terms are governed by and construed in accordance with the laws of England and Wales and you agree to the exclusive jurisdiction of the English courts.
3.4 These Terms have been drafted in English. If these Terms are translated into a local language the English version shall prevail.
4. YOUR ACCOUNT
4.1 You will need to create an account before you can use the System. Please do not share your account details with anyone; you are solely responsible for keeping your account details secret and secure. Please notify us immediately if you become aware that your account details have been disclosed or compromised.
4.2 Please ensure that all required details are true and accurate, and remain accurate; if we and or a user of your application need to contact you and are unable to do so, we may suspend your account and/or cease hosting your application.
4.3 We are committed to respecting your privacy, the privacy of users and compliance with applicable data protection and privacy laws. You consent to our collection and processing of personal and non-personal information you provide to us when you create an account on the System and during the supply of the System to you. This information will be used by us (and our agents) for the following purposes: i) to set up your account; ii) to verify you when you subsequently log on to your account on the System; iii) System and service improvement and delivery; iv) so that we and our named agents can send you System and service related communications as well as marketing and promotional communications; v) so that your application can be distributed on other platforms; and vi) if you sell your application using the System, so we can pay you. Any third parties who act as our agent in the processing of your personal information are contractually required to apply the appropriate level of technical and organisational security measures to protect your personal information from unauthorised access, use or disclosure.
5. YOUR APPLICATION
5.1 You must:
(a) produce your application to as high a standard as you would expect if you were a user of the application;
(b) scan your application for viruses immediately prior to providing it to us;
(c) ensure your application works to a satisfactory standard on the devices that you specify at the point you submit your application to us;
(d) not submit any application which is unfinished or which contains errors or defects or otherwise breaches these Terms;
(e) ensure your application complies with all applicable laws and regulations; and
(f) comply with our instructions, if any, relating to your application.
5.2 Your application must not infringe any intellectual property rights, be designed or promoted as a tool for infringing the intellectual property rights of others, and must not contain, produce or render any content that uses someone else’s confidential information without permission, breaches data protection/privacy rules or is otherwise illegal, objectionable or unlawful.
5.3 If you are required to include copyright / trademark notices in your application, or accompany your application with source code, etc., you are responsible for fulfilling such requirements. If you are required to provide content to us for distribution, you must do so, or else not provide your application to us.
5.4 We may ask you for additional information occasionally - if we do, please supply such information promptly.
5.5 We have developed principles covering what we consider to be acceptable content and subject matter of applications, as well as rules surrounding certain functionality; these principles are set out below in Schedule 1. Your application must comply in full with these principles in addition to our other requirements.
5.6 We own (or otherwise have rights to) all intellectual property rights and goodwill in the System and word/mark/logo “Vodafone” (and/or trademark of Vodafone Company. You may use our System for the purposes expressly set out in these Terms but please do not otherwise use or refer to our System or the word/mark/logo “Vodafone” (and/or trademark of Vodafone Company) in any way without our prior written approval. Any intellectual property rights developed or created as a result of your use of the System (excluding in your application) shall be owned by us.
5.7 We may test and or check your application – this is most likely at the point of submission, but potentially once it is being hosted. If your application does not work properly, or does not comply with any principles referenced above, or with any of these Terms, we may decline to host your application, or cease to continue to host it. Whether or not we decide to publish your application is entirely our decision and at our discretion.
5.8 You are solely responsible for the costs of producing and distributing your application.
5.9 You grant us, Vodafone Companies and our agents a non-exclusive, worldwide, royalty-free licence to use, reproduce, make available and distribute your application for the purposes of advertising, distributing and or promoting and or otherwise performing the services set out in these Terms.
5.10 You may not issue a press release or any form of public statement relating to the System, these Terms, and or otherwise refer to “Vodafone” (and/or Vodafone Company names or trademarks) without our express prior written consent.
6. CONDITIONS OF SALE AND DISTRIBUTION TO USER
6.1 You are responsible for providing the specific terms of sale (if any) or EULA between you and a user of your application. We shall direct users to such terms but except as expressly stated in this section shall otherwise have no responsibility for communicating or enforcing any such restrictions.
6.2 The distribution of your application in those countries listed in:
(a) Part A of Schedule 2 shall be subject to a contract between you and the end user;
(b) Part B of Schedule 2 shall be subject to a contract between a Vodafone Company and the end user which shall include the terms (if any) that you specify under Section 6.1 above.
7.1 You agree that we, and any other company providing or promoting the System, may use elements of, or relating to, your application (including logos, screenshots, descriptions and the like) free of charge, for the purpose of advertising and/or promoting the application, our site or service.
8. USER FEEDBACK AND COMMENTS
8.1 Users who download the application will be able to provide comments, feedback and ratings to us. You must not provide, or get others to provide, feedback in a manner that may distort the feedback and ratings provided by users.
8.2 The average rating given by users may be attributed to the application and used by us to rank the application relative to other applications. Users may be able to filter and/or display an application based on this average rating.
9. REMOVAL AND TERMINATION
9.1 We may modify or cease to offer the System, restrict or remove your access, or remove your application, at any time, without notice and for any reason, including your breach of these Terms.
9.2 If you want us to remove your applications from the System, please log into the System, access your Account and remove the application using the tool provided. The application will then be removed within forty eight (48) hours. You acknowledge such request will not prevent users who have already downloaded the application from continuing to use it.
9.3 Either party may end these Terms at its convenience by sending a written notice to the other party thirty (30) days before it intends to end the Terms. Please contact us for the purposes of giving notice under this section by emailing email@example.com
10.1 You are responsible for providing reasonable technical and product support to users in respect of your application, including product features, installation and use. You must ensure you provide accurate contact details so that users may contact you directly.
10.2 We are responsible for providing support to users in respect of the System – however, if your application causes particular problems, we or the user may contact you for assistance.
11. SALES MODEL, TAXATION, PAYMENT AND ACCOUNTING TO YOU
11.1 When uploading your application using the System, you may select the territories and, where relevant, the sales price offered to users;
(a) Price: You may change the price on a market by market basis or otherwise from time to time from our list of available price points. The applicable currency shall be the domestic currency in the territory of distribution (“Sales Currency”).
(b) Sales Tax General Position: Subject to Section 11.1 (d) below the price of your application is inclusive of any and all taxes. We are responsible for the payment of VAT or equivalent sales tax(es) due to the relevant authorities in the local market in relation to the distribution of your application under these Terms.
(c) Territories: Whilst you select the territories in which you wish the application to be made available, we do not guarantee that we will make the application and/or billing available in all of your selected territories.
(d) Other: Where you select distribution of applications into Spain (and other territories which operate multiple regional VAT rates within their territory), at our discretion the price you select under Section 11.1 (a) shall be adjusted to the net price based on the standard VAT rate in that territory (“Local Net Price”) such that with the addition of the standard VAT rate to the Local Net Price the price paid by the user will be that which you selected under Section 11.1(a). Notwithstanding the previous sentence, where the actual VAT rate for the relevant distribution is less than the standard VAT rate we shall distribute the application applying such lower VAT rate to the Local Net Price which means that the price paid by the user may be less than that selected by you under Section 11.1(a). The Settlement Revenue shall be calculated with reference to the Local Net Price for the purposes of this Section only
11.2 You appoint us as your undisclosed agent for the marketing, hosting, and delivery of applications to users. You further acknowledge and agree that we in turn may appoint any other Vodafone Company as our agent (disclosed or undisclosed) for the purposes of providing such services under these Terms. You acknowledge that, notwithstanding our status as your agent or undisclosed agent (as appropriate), you are solely responsible for all claims and liabilities related to your application. For the avoidance of doubt you are solely responsible for any and all taxes due to the relevant authorities except those for which we are responsible under Section 11.1 (b). We will use reasonable efforts to collect all revenue payable by users in respect of the successful (and non refunded) distribution of each instance of your application to a user via the System. In respect of the sale of applications in the UK and Germany, you shall assign all relevant revenue to us immediately upon receipt of a confirmed order from a user. In consideration of our services, we are entitled to a commission of thirty (30%) percent of the gross revenue, less VAT or equivalent sales tax(es) payable to the local tax authority in relation to sales of your application (“Commission”).
11.3 You must select the currency you want to be paid in (“Settlement Currency”) when you register on the System. Please note that we are currently unable to accept more than one request to change the Settlement Currency per calendar year. The rate of exchange shall be our standard daily rate and will be applied as follows:
(a) where the Sales Currency is different to the Settlement Currency we shall apply the rate of exchange at the date of distribution of the application and shall average the rate of exchange during the relevant calendar month; and
(b) where you have notified us in writing that you wish to change the Settlement Currency we shall apply the rate of exchange at the date we effect your instructions to create a new account in the new currency.
11.4 We will transfer the gross revenue to you minus any refunds, any other appropriate adjustments (including any deductions as required by law or applicable regulations for the relevant period), our Commission and, if applicable, VAT paid by us according to Section 11.1(b)) (“Settlement Revenue”) as follows:
(a) we shall account to you within fifty five (55) days of the end of each calendar month during the term provided that the balance of your account shows Settlement Revenue of at least £100, $100 or €100 (as relevant) for the relevant period. For example, if you generate Settlement Revenue of £400 during August, we shall transfer the Settlement Revenue to your bank account on or before 25th October;
(b) you acknowledge the administration involved in looking after your account. We have no obligation to transfer the Settlement Revenue to you during the term until and or unless the balance showing in your account is at least £100, $100 or €100 (as relevant); and
(c) you agree to bear the cost of bank transaction fees associated with the transfer of Settlement Revenue; and
(d) if you terminate these Terms in accordance with Section 9.3 we shall transfer the Settlement Revenue due to you (if any) within three (3) calendar months of the date of termination.
11.5 If we are unable to resolve a user’s problem or complaint in respect of your application after reasonable effort, or if we decide that it is appropriate for reputational reasons, we may issue the user with a full refund. In the event that we issue a refund you agree that we may debit from your account any revenue share credited to you for the sale. We reserve the right to debit our commission from your account in such circumstances.
11.6 If we discover that we have overpaid you (for example if we refund the sales price to a user after we have paid the sales price minus commission to you), then we will adjust the balance of your account accordingly. Any adjustments on Settlement Revenue made to your account under Section 11.5 above shall be itemised on the settlement report supplied to you.
11.7 We shall supply you with a sales report ten (10) working days from the end of each calendar month during the term. Where we are due to account to you in accordance with Section 11.4 (a) above we shall supply you with a settlement statement and, if you are VAT registered in the UK, a self-bill invoice (prepared by us on your behalf) and a remittance advice notice.
If you are not covered by the UK self-billing agreement under Section 11.9 and wish to send us documents in relation to this Section then please send to: Invoice Collection, Edison House, 1st Floor, Zone 5, The Connection, RG14 2FN, UK. Email address; firstname.lastname@example.org.
11.8 In the event that withholding tax applies to the payment made to you under Section 11.2 we will make this payment net of withholding tax. If withholding tax is payable we will provide you with the appropriate details of the payment to the relevant tax authority. If a double tax treaty applies, we will apply the reduced rate of tax once the appropriate exemption certificate has been received from you. We will assume that you are tax resident in the country notified within the personal data fields of the developer registration form. If your residence changes, you must update these details within 30 days of such change
11.9 If you are UK VAT registered, you agree:
(a) we will;
(i) issue self-billed invoices for all supplies made to us by you for the duration of these Terms;
(ii) complete self-billed invoices with all details which constitute a full VAT invoice;
(iii) make a new self-billing agreement in the event that your VAT registered number changes;
(iv) inform you if the issue of self-billed invoices will be outsourced to a third party; and
(b) you will;
(i) accept invoices raised by us on your behalf for the duration of these Terms;
(ii) not raise sales invoices for the transactions covered by this Section 11.9; and
(iii) notify us immediately in the event that your VAT details and or status changes including for the avoidance of doubt if you sell your business or any part thereof.
11.10 Notwithstanding the foregoing, if you choose to distribute your application in Russia, these Terms apply except as follows:
(a) your Application will be supplied to customers without license fee charge. Our partner in Russia (MTS) will charge customers a fee, where applicable, for the premium communications services allowing the customer to get access to your application. When uploading your application using the System, you will select the applicable price for the premium communications service from the available list of price points.
(b) We (or MTS) are responsible for the payment of VAT or equivalent sales tax(es) due to the relevant authorities in Russia in respect of the premium communications services which allows the customer to get access to your application.
(c) we will pay you the revenue for the service you supply of allowing distribution of your application in Russia (collected by VSSL from MTS), such payment to be made in accordance with these Terms as if your application was supplied in any other territory, provided that any VAT payable by you in respect of your application will be borne by you and not by VSSL, MTS or any other party.
12.1 We reserve the right to offer advertising on the System.
12.2 We may suggest and promote applications submitted by third parties to the user when they use the System. In addition, we may suggest or promote other applications (including your application) to a user, when a user is viewing the details of applications submitted by third parties (including your application).
13 LIABILITY AND DISCLAIMER
13.1 We provide the System on an "as is" and "as available" basis, in the hope that you find it useful. We shall not be liable to you in connection with:
a) any cause beyond our reasonable control;
b) any failure or delay in the use of or inability to use any component of the System;
c) any loss, claim or damage including loss or corruption of data howsoever arising
and your only remedy under these Terms in connection with the same is to stop using the System.
13.2 These terms constitute the whole legal agreement between you and us and govern your use of the System and the services we provide. Subject to Section 3.1 all changes to these Terms must be made in writing and must be signed by both parties.
13.3 You agree to indemnify us fully and to hold us harmless from and against any third party claims, losses, costs, actions, proceedings, damages, expenses (including reasonable legal costs and expenses) or liabilities, incurred directly or indirectly in relation to your application(s), or arising out of the hosting of or distribution of your application. For the avoidance of doubt “us” includes us and our agents, whether disclosed or undisclosed hereunder.
13.4 Nothing in these Terms shall act to limit or exclude our liability for death or personal injury resulting from our negligence, fraud or any other liability, which may not by applicable law be limited or excluded.
13.5 Except as expressly stated in this Section 13, neither party shall be liable to the other for any punitive, indirect, incidental or consequential damages of any kind or for any loss of profits, loss of anticipated profits whether based in contract, tort, strict liability, or otherwise.
14.1 Without limiting any confidentiality agreement between the parties, you shall keep secret and confidential all information of a confidential nature disclosed by Us in relation to the functioning and operation of the System.
14.2 These Terms are severable so that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Terms.
14.3 Failure to exercise any particular right or provision contained in these Terms shall not constitute a waiver by us of such right or provision unless acknowledged and agreed to by Us in writing.
14.4 You acknowledge and agree that these Terms constitute the whole agreement between the parties in relation to its subject matter. You agree that in entering into these Terms you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms as a warranty. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. We may assign or sub-contract its rights and obligations in this Agreement in whole or in part to any Vodafone Company or any sub-contractor acting on our behalf at Vodafone's discretion.
14.5 Other companies in the Vodafone Group may enforce the terms and have the benefit of those provisions in these Terms which are for their benefit subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Subject to the foregoing, no provision of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Terms.
Vodafone wants to encourage a vibrant and thriving market place for application developers to create and distribute their applications to our users. We also want to ensure that our users have a great user experience from using your applications. We therefore developed these guidelines to help you ensure that your applications meet with the high standards of quality, lawfulness and appropriateness expected by our users, and to provide you with transparency and clarity about our policy.
Vodafone will only accept applications and any content (including advertising) provided through your application, which comply with these guidelines. Vodafone may also request modifications to, reject or delete any application, at any time if it is at any time found to be in contravention of these guidelines.
Please note that we may modify or update these guidelines from time to time, and publish a version number and date for your convenience. We ask that you check the current version before submitting an application on each occasion. If you have already published an application which, due to a subsequent change to these guidelines, is found to contravene anything contained in them, we may allow you a reasonable period of time to modify and re-publish your application before removing it. The period allowed will depend upon the seriousness of the change to the guidelines. For example, in cases of changes to the law or regulatory requirements, we may have to remove your application immediately.
All references to applications in these guidelines include any content (including advertising) provided through your application.
Vodafone may test applications against this policy prior to making them available. If your application is rejected, you will be contacted and told the reasons why and if you can rectify the issue, you may re-submit your application.
TRANSPARENCY TO USERS
The user should understand what the application does. You must provide the user with an email address for any questions about the application. The application should be clear and easy to use and should not mislead the customer in any way.
1. Applications must not secretly collect data on the user’s activities, browsing habits or data, applications or software held on their device without the user being clearly notified and consenting, unless this is strictly necessary in order to provide a service expressly requested by the user.
2. The user must have been clearly notified and have provided their consent prior to:
• any remote storage or deletion of information in their device;
• any remote collection or transmission of data about them, their activity or their device to anyone other than the user; and
• the exertion of at least partial control over a user’s device, applications or software.
3. The notification to the user must provide the user with a link to your full privacy statement available online.
4. The user may be asked to consent to the storage, collection or transmission of information about them, or the exercise of control over their device, upon first installation or activation of these features, but be offered the choice not to be asked to consent on each occasion provided that:
• There are no material changes or upgrades to the application, such as new features or functionality, or that involve the storage, collection or transmission of information about the user or their device with any remote person or server. If there are any such changes or upgrades, these changes must be clearly explained and the user must be prompted to give their prior consent as described above;
• At any time, the user must be able to easily and intuitively disable or withdraw her/his consent via the application on the device. This decision must be capable of being exercised from within the application itself on the device, e.g. by changing the settings;
• If the user does not consent, e.g. they select “No” when prompted, then the application must prompt the user for consent on each occasion as described above.
5. Any information collected about a user must only be used or disclosed by you as notified to the user in accordance with the above notice requirements.
COMPLIANCE WITH LAW
You must ensure that your application complies with all applicable laws and regulations. In particular please ensure that your application does not contain any of the following content (but note that this is not a definitive list):
• any indecent images of children including pseudo photographs
• any applications or content which places a child at risk, such as via threats or exposing them to the risk of grooming
• any defamatory content
• any obscene content
• any content which may incite racial/religious hatred or abuse – this would include speech which attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity
• any content which harasses third parties, which may include impersonations
• any content which encourages acts of terrorism and distribution of terrorist publications
• over 18 content unless you have checks in place to ensure that a user is over 18. Please note that we may also place certain content behind access controls if we reasonably believe that it is not suitable for a younger audience but you should not rely on this to ensure that a user is over 18.
THIRD PARTY RIGHTS
Your application must not infringe any third party rights. In particular, your application must not use the Vodafone trademarks:
• in the name of your application
• as part of your own trade marks
• in a manner which is likely to cause confusion
• to identify products to which they do not relate
• to imply endorsement or otherwise of products or services to which they do not relate
• in any manner which does or may cause damage to our reputation or the Vodafone trademarks;
LOCATION ENABLED APPLICATIONS
In the event your application uses any location-based API or other location information about the user, such application must conform to the attached Location Privacy Design Principles. Applications which perform any function which enables a user to identify the location of another person without the other person’s active involvement, consent and control are not permitted without additional safeguards agreed with Vodafone.
Your application must not offer, contain, display, promote or link to:
• graphic or gratuitous violence, including torture, sadism, mutilation, execution
• content intended to shock or to be offensive
• incitement or glamorising of illegal or anti-social behaviour, such as illegal drug taking and solvent abuse
• material that demonstrates criminal techniques
• offensive language
Your application must be appropriate for the audience likely to view that application. Once you have registered and accepted our terms and conditions, we can provide additional guidance on what is likely to be acceptable in different countries.
Any advertising in your application or in the content of your application must comply with these guidelines and the terms and conditions you agree to when uploading your application. Without limiting your obligations, this includes the need to ensure your application complies with data privacy law and that it is not offensive or unsuitable for display. In addition, your application must comply with any local codes of practice and other industry self-regulation which govern advertising in the territories in which your application is distributed.
Your application must not offer, contain, display, promote or link to content which Vodafone has decided is commercially unacceptable which includes but is not limited to:
• content/applications which provide or promote VoIP functionality unless they meet our content and service requirements (which will include but are not limited to appropriate tariff, billing services, advertising rules etc)
• content/applications which promote or deliver products or services which compete with Vodafone products and services
• applications which allow customers to be redirected outside the Vodafone shop
• applications which use non Vodafone payment mechanisms unless they meet our requirements
• content/applications which do not comply with the Terms or any requirements referred to in those Terms
If your application falls within this category we will contact you.
Your application must comply with the following technical requirements:
• it must not adversely affect a user’s device or functionality – for example it should not unreasonably consume the battery or processing power of the phone
• it must not make any calls or send any messages without the user’s consent
• it must not cause any damage to the user’s device
• it must install and uninstall intuitively and without errors. There must be an easy way for a user to uninstall any application.
• it must only display splash screens and start screens for a reasonable duration.
• sufficient, accurate information about your application should be clearly visible, including version control and descriptive text. This must be shown to the user in the 'About' text box or appropriate place
• the user must be able to receive calls and messages when the application is running or in background mode
• automated data connections should only generate a reasonable amount of data in home or roaming scenarios, and be user configurable - including the manual ability for a user to turn off data polling
• you should indicate the URL's accessed by your application as part of the submission process and relevant documentation. All other information must be provided as required in the submission process.
• the download size of your application should be no more than 3MB
• if insufficient run time space exists, the application/widget must contain clear indicators and exit gracefully
• your application must not cause the phone to crash or freeze, and exit gracefully from exceptions
• where using non-Vodafone APIs or web services, you must comply with any terms and conditions imposed by the providers of these services
LOCATION PRIVACY DESIGN PRINCIPLES
Vodafone has developed these privacy principles to help ensure that applications that utilise location features respect our users’ privacy. We have sought to provide clear and practical requirements for how location enabled applications should be designed. But we also recognise that as location enabled applications and services develop, we need to remain flexible and responsive to ensure these principles do not become impractical or unnecessarily impede innovation.
Therefore, we are interested in your feedback on these principles and how we can improve them. Please use the following feedback form: http://widget.vodafone.com/dev/feedback/new. We expect to modify or update these principles from time to time, and will endeavour to use your feedback in this process.
TERMS AND EXPRESSIONS USED
In these principles, where we refer to:
• applications, we mean applications or services that provide features, functionality or services to the user that use their location information;
• location information, we mean information locating the user, or their mobile device, using any available source of geographic location from positioning technologies;
• user, we mean an end user of an application, who is also the locatee;
• ‘active’ location applications, we mean an application where the user of the application and the person being located (‘locatee’) are one and the same individual, i.e. the person being located is asking the application to locate them. Active location applications can then be sub-divided into two types:
o 'personal' location applications, where the user does not share or make their location information available to any other person (although they may still use a remote server to run the application);
o 'social' location applications, where the user actively chooses to share their location with, or publish their location to, other users of the application - such as within a social network;
• ‘passive’ location applications, we mean an application where the user of an application and the locatee are different. In this category, the locatee is not in any sense ‘using’ the application, but instead a third party (which may be doing so legitimately and in accordance with the law) is using the application which is locating the locatee;
• active consent, we mean a specific and active indication of consent by the user, such as ticking or checking a consent box or equivalent act and when we say ‘must’ this is mandatory, and when we say ‘should’ this is recommended.
Vodafone does not permit passive applications without the implementation of additional safeguards in addition to conformance with these principles. These principles therefore apply to active location applications.
1. Applications must not be used to undermine user privacy and, in particular, must not be used for any form of unauthorised or covert surveillance or tracking.
Purposes and use
2. The use of location information must be limited to the extent and duration necessary to perform the application’s purpose(s).
Notice and transparency
3. There must be clear notice to the user about the purposes of the application, including its features and functions and whether location information will be used for marketing or advertising, why it needs to locate the user, the type of location information which will be used, how precise this information may be, who it may be visible or available to, including whether it is visible or available after the user has closed the application, whether or not their location information is stored anywhere and for how long, and whether the information will be transmitted to or collected by a remote server or any third party.
4. This information must be easily accessible from the users’ device prior to or during installation, or at least prior to use of any location features and written in a plain and non-legalistic style.
5. The application provider must identify itself, where it is based, and provide appropriate means for the user to contact them to raise queries and complaints, including a valid email address.
User control and consent
6. The user must give their consent prior to allowing an application to locate them, which must be indicated from the device being located. Consent should not be required to update the location information during the user’s continued use of the application (although users should be given a means to suspend updates if they want to). For example, if a user starts a personal navigation application, they should be asked to consent to be located upon starting the application, but not as the application updates their location throughout a journey.
7. The user must give their active consent to any new or additional purposes for using their location information. For example, if after installing and running a navigation application, the application later seeks to allow use of a user’s location information to display location-aware advertising and this was not clearly described to the user when they first installed the application, the user must provide a separate and active consent to this.
8. The user may also be given a choice to allow the application to locate them without prompting them for consent on each subsequent use of the application. For example, after consenting to allow the application to locate them on the first such occasion, a user may allow the application to locate them on future uses without asking. This only applies, provided that:
a. There are no material changes or upgrades to the application, such as new features or functionality that use location. If there are any such changes or upgrades, these changes must be clearly explained and the user must be prompted to give their active consent prior to allowing the continuing use of their location information; and
b. If the user does not allow the application to locate her/him without prompting for consent on each occasion the application is used, then the application must prompt the user for consent prior to allowing the application to locate them.
9. Applications must offer the user the ability to manage consent easily and intuitively from the device being located, so the user can switch their permissions on and off as they choose within easily accessible privacy settings. This must provide the user with a simple ‘location off’ feature, which overrides all other location settings in the application.
10. The application must respect the status of these permissions at all times and have immediate effect (subject to connectivity or purely technical constraints).
11. Location information must not be retained by the application or service provider or by any third party beyond the period necessary to provide the location-enabled features of the application.
12. If an application does need to retain a history of location then it must also give the user access to their location history log, and the ability to alter or delete it. However, if a user wishes to share their location history with other users or applications (e.g. about their real travel routes), this may include the user’s real history (unless this has been deleted by the user) if not to do so would defeat the purpose of the application.
SOCIAL LOCATION APPLICATIONS
In addition to the principles above, the following principles apply specifically for social location applications:
13. The user must have control over who can see their location, e.g. by selecting specific individuals or groups.
14. When running, the user interface to the application must give a clear indication to the user that it is sharing their location information. This must not be capable of being switched off. In addition, if an application is running in the background or is minimised, it should where possible (e.g. where the device or operating system enables this) give some clear indication to the user that it is using their location information through alternative user interfaces available, such as the home screen of a mobile device.
15. If a user can publish their location, i.e. allow their location to be seen or requested by any other user, including strangers, they should be provided with a prompt asking them if they are sure they want to do this.
16. The default setting for a social application must be set to ‘private’, thereby requiring the user to actively select individual user’s or groups of users who can see or access their location, or to publish their location to all users.
17. If a user’s location is visible to any other user after they have closed the application (including last known location), the user must be given a prompt about whether they want to change this setting, so that their location is no longer visible.
18. Applications should only reveal location at the level of granularity (e.g. street level, city level) needed for the application’s purpose. Users should have the ability to manually determine a different level of granularity to that set by default.
19. Users should have the ability to manually override the location information presented or used in an application with an alternate location, unless this would defeat the purpose of the application. For example, a user should be able to override the presentation of their location so that they can choose for their location to appear to be in a different place to their real location or to receive information tailored to the alternate location. Where a user’s location information is manually overridden, there must be no indication to other persons that a user has chosen to do this.
20. Users should be able to make themselves “invisible” so that they no longer appear to others.
Age based principles
21. Users identified or age-verified as being below 14 must be prevented from publishing their location (that is, allowing their location to be seen or requested by any other user, including strangers). If these users are allowed to share their location with contacts, the granularity must be set by default at city level or wider (or the nearest equivalent).
SHARING WITH OTHER APPLICATIONS, SERVICES OR SITES
In addition to the principles above, the following principles apply specifically for applications that share a user’s location with other applications, services or sites:
22. There must be clear prior notice to the user identifying the application, service or site to which their location is being shared, including a link or other means to access the application, service or site.
23. The user must give their active consent prior to allowing an application to provide their location to another application, service or site which must be indicated from the device being located.
24. The user may also be provided with a choice of whether they want to be alerted or notified on each occasion that their location information is shared, with each option being equally prominent.
25. There must be an easily accessible log from the application for the user to check up what other applications, services or sites they have permitted to access their location and for the user to withdraw their consent and manage their privacy settings.
Version 1.4 30th September2010