Subscriber Terms and Conditions - Version 6
The following General Terms and Conditions are intended to create a legally binding agreement between you and Protecture Limited for the provision of subscription and other goods and services and the use of the protecture.org.uk website
1.1 The following definitions apply
(a) “Agreement” means the agreement to provide subscription and other goods and services of which these General Terms and Conditions form part;
(b) “Contract Year” means the twelve month period commencing with the Start Date;
(c) "Employee" means a person working for the Subscriber at the Offices;
(d) "Data Protection Helpline" means the telephone advice and assistance provided by or on behalf of Protecture to Subscribers;
(e) "Data Protection Materials" means the proprietary materials designed for use by Protecture for Subscribers and presented in a user friendly format on the Website or any part thereof as the context admits;
(f) “Data Protection Officer” means the provision of a data protection officer to the Subscriber on an out‐sourced basis;
(g) “Data Protection Services” means any one or more of the services agreed to be provided by Protecture to the Subscriber from time to time including without limitation provision of the Data Protection Officer, the Data Protection Helpline and the Data Protection Materials;
(h) "Force Majeure" means circumstances beyond Protecture’s control, including but not limited to acts of God, war, civil unrest, strike, lock‐out or other industrial action and transport or computer failure including any failure or breakdown of related systems upon which the operation of the Product is dependant;
(i) "General Terms and Conditions" means these terms and conditions;
(j) "Initial Subscription Period" means the first Contract Year or such other initial period as may be agreed between the parties in writing;
(k) "Office(s)" means the offices of the Subscriber at the location(s) specified in the Agreement;
(l) "Password" means the unique word/number to be provided by Protecture to the Subscriber for use by all Employees, in order to obtain access to the Product and any subsequent amendments thereto;
(m) "Protecture" means Protecture Limited (registered number 0849 9569) whose registered office is Protecture House, 24 Church Street, Easton-on-the-Hill, Stamford, Lincs, PE9 3LL;
(n) "Start Date" means the commencement date of the Initial Subscription Period or any renewal period as the case may be;
(o) "Subscriber" means the recipient of Data Protection Services whether or not a Subscription Fee is being paid therefor;
(p) "Subscription Fee" means the fee for the provision of the Data Protection Services;
(q) "Website" means the Protecture web‐site which is currently located at the uniform reference locator (URL) protecture.org.uk including all subsidiary pages.
2. ACCESS AND PASSWORD
2.1 Protecture shall provide the Subscriber with a Password on or before the Start Date.
2.2 Protecture shall have the right to disable the Password immediately upon termination of the Agreement for any reason, or if the Subscriber fails to pay the Subscription Fee when due.
2.3 It is the Subscriber’s responsibility to maintain the confidentiality of the Password. On no account should the Subscriber disclose the Password to third parties other than Employees.
2.4 The Subscriber shall indemnify and hold Protecture harmless for any loss or damage Protecture may incur resulting from breach of this condition 2.
3. PAYMENT OF PRICES AND FEES
3.1 Protecture shall send the Subscriber an invoice for the Subscription Fee within seven days of the date of the Start Date. This invoice shall become payable immediately and shall be paid in full by the Subscriber within fourteen days of the date of the invoice.
3.2 All prices and fees payable by the Subscriber are exclusive of value added tax, which shall be added and payable by the Subscriber in accordance with applicable law from time to time.
3.3 The price for any goods or services supplied by Protecture which are NOT included in the Subscription Fee shall, in the absence of a written agreement exchanged between Protecture and the Subscriber, be charged at the rates indicated in Protecture’s published price list.
4. LICENCES AND USE
4.1 The Subscriber and its Employees are granted a non‐transferable, non‐exclusive licence to use the Website and the Data Protection Services for the internal purposes of the Subscriber’s organisation but for no other purpose.
4.2 The Data Protection Materials may not be reproduced, published, or distributed to non‐Subscriber’s unless Protecture’s prior written consent has first been obtained Provided Always that the Subscriber and its Employees may use Data Protection Materials for written and/or oral presentations made by the Subscriber to other organisations for their own internal purposes and Provided Further that in such event the Subscriber indicates Protecture as the author/source of the Data Protection Materials.
4.3 For so long as the Agreement remains in force, the Subscriber permits Protecture, free of charge, to include in marketing and publicity materials a reference to the Subscriber as a customer of Protecture and to use the Subscriber’s name, trade name and/or logo (including design, layout, text and graphics).
5. OBLIGATIONS OF SUBSCRIBER
5.1 The Subscriber undertakes:
(a) not to copy the Data Protection Materials (other than as permitted by condition 4);
(b) to maintain adequate security measures to prevent unauthorised access to and use of the Data Protection Services and the Password, and to disclose the Password only to Employees;
(c) not to share, transfer, assign or sub‐license all or any of its rights and obligations under the Agreement.
5.2 The Subscriber acknowledges that these General Terms and Conditions are subject to change from time to time and agrees to check to see if any changes have been made to the General Terms and Conditions each time it visits the Website to access the Data Protection Materials. The Subscriber acknowledges that the continued use of the Website constitutes the Subscriber’s agreement to the latest version of the General Terms and Conditions.
6. RENEWAL OF INITIAL SUBSCRIPTION PERIOD
6.1 The Initial Subscription Period shall be automatically renewed on expiry for successive Contract Years unless either party gives the other not less than 30 days prior written notice of termination to expire at the end of the Initial Subscription Period or any successive Contract Year.
6.2 If the Agreement continues in force after the Initial Subscription Period, the Subscription Fee shall become payable on each anniversary of the Start Date.
6.3 After expiry of the Initial Subscription Period, Protecture may increase the Subscription Fee on giving the Subscriber not less than 30 days' written notice.
7.1 Protecture may terminate this Agreement immediately on giving written notice to the Subscriber if:
(a) the Subscriber commits a breach of any term of this Agreement;
(b) where the Subscriber is a body corporate or a partnership, if it presents a petition or has a petition presented by a creditor for its winding up, or convenes a meeting to pass a resolution for voluntary winding up, or enters into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), or has a receiver or administrator appointed over all or any of its undertaking or assets; and/or where the Subscriber is an individual, if he or she dies or if he or she commits any act of bankruptcy or insolvency, or makes or negotiates any composition or arrangement for the benefit of its creditors.
7.2 Termination shall not relieve the Subscriber of its obligations to make any payments due to Protecture, which are outstanding as at the date of termination.
7.3 Termination shall not affect any accrued rights of either party existing as at the date of termination.
7.4 Conditions 8 (Intellectual Property), 10 (Exclusion of Implied Warranties) and 11 (Exclusions and Limitations) shall remain in full force and effect notwithstanding termination.
8. COPYRIGHT AND TRADE MARKS (INTELLECTUAL PROPERTY)
8.1 As between the parties, all intellectual property rights (including e.g. copyright, database rights and trade marks) subsisting in or used in connection with the Data Protection Materials are and shall remain the sole property of Protecture.
9.1 The Website is being updated and improved on an ongoing basis. Protecture reserves the right to change or remove (temporarily or permanently) the Website or any part of it without notice and the Subscriber acknowledges and confirms that Protecture shall not be liable to the Subscriber for any such change or removal save for a pro rata refund of fees paid in advance in the event that the Website is permanently removed.
9.2 The Website is intended to permit link‐up and interaction between Subscribers and Protecture and third party organisations for promotions and other interactive mediums. The inclusion of website links on the Website does not imply endorsement by Protecture of such linked sites, or any association with the third party organisations. Protecture is not responsible for the content of other Websites that link to the Website, nor is Protecture responsible for the content of any Website to which links are provided from the Website. Links to other sites are provided purely for the convenience of Subscribers and does not imply that Protecture approves of those sites.
10. EXCLUSION OF IMPLIED WARRANTIES
10.1 While Protecture takes all reasonable care to ensure that the Data Protection Materials are accurate and up to date, Protecture makes no representations, warranties or undertakings about any of the information content or materials provided on the Website (including, without limitation, any as to quality, accuracy, completeness or reliability).
10.2 Protecture makes no representations or warranties in regard to the Product or the Software and excludes all representations, conditions and warranties express or implied arising by operation of law or otherwise to the fullest extent permitted by law.
10.3 The Website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied. This means that the implied warranties of satisfactory quality, fitness for a particular purpose, non‐ infringement, compatibility, security and accuracy shall not apply to the Website.
10.4 No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
11. EXCLUSIONS AND LIMITATIONS OF LIABILITY
11.1 Protecture expressly excludes all liability to the Subscriber for any indirect, special, incidental and/or consequential loss and/or damage which may arise in respect of the Data Protection Services and/or their use or non‐availability, revenue, goodwill and anticipated savings, to the fullest extent permitted by law.
11.2 Protecture does not exclude liability for death or personal injury arising as a result of its negligence or that of its employees, agents or authorised representatives.
11.3 If the Subscriber is unable to access all or part of the Data Protection Services because it does not have access to any necessary third party software or equipment, this shall not constitute a breach of this Agreement by Protecture (and shall not entitle the Subscriber to a refund of any Subscription Fees already paid).
11.4 Protecture shall not be liable for any delay or failure to perform any obligations if the delay or failure results from an event of Force Majeure. If a force majeure event occurs, Protecture will notify the Subscriber as soon as practicable. If the event of Force Majeure continues for more than 14 days, either party shall have the right to cancel the Agreement and the Subscriber will be entitled to a refund of the Subscription Fee from the date of cancellation.
12. PROOF OF IDENTITY
12.1 The Data Protection Services are subject to client identification legislation including ‘Know Your Client’ rules. Protecture may need to ask the Subscriber to provide proof of identity and the provision of Data Protection Services will be subject to receipt of this information.
13. DATA PROTECTION
13.1 Protecture takes its obligations of confidentiality and the protection of personal data very seriously. Protecture will not sell or make personal data available to any third party without the prior consent of the data subject except for the following limited purposes.
13.2 Personal data may be used by Protecture to provide the data subject with product information that Protecture believes may be of interest to the data subject.
13.3 The Subscriber understands that if Protecture uses overseas servers (including outside the European Union) this may result in personal data belonging to the Subscriber or its Employees being transmitted and stored overseas. The Subscriber consents to this.
15.1 Any notice required to be given shall be:
(a) in writing in the English language.
(b) addressed to the usual business address of the other party
(c) may be personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day;
(d) sent by facsimile, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice despatched by facsimile after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 08.00 on the next Business Day; or
(e) sent by electronic mail, in which case, it shall be deemed to be given when received but subject to the same provisions regarding receipt after 17.00 hours as apply to notices sent by Facsimile.
16.1 No waiver by Protecture (whether express or implied) in enforcing any of Protecture’s rights shall prejudice Protecture’s ability to enforce such rights in the future.
16.2 Protecture may assign all or any of its rights and transfer all or any of its obligations under this Agreement subject to written notice of transfer being given to the Subscriber.
16.3 If any provision of the Agreement is held to be unlawful, invalid or unenforceable to any extent, then the remainder of such provision and all other provisions of the Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.
16.4 In the event of there being any conflict between these General Terms and Conditions and any other written term of the Agreement then the other written term shall prevail.
16.5 No person who is not a direct party to any agreement covered by the Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
16.6 The Agreement represents the entire agreement of the parties in relation to the supply of the Data Protection Services and supersedes any previous agreement between the parties in relation thereto.
16.7 The Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.
17. GOVERNING LAW AND JURISDICTION
17.1 The Agreement shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts to settle any disputes, which may arise in connection with it.