LOLAGROVE PLATFORM TERMS AND CONDITIONS
VERSION 1.0: Last updated on [insert date]
(a) These terms and conditions (the "Terms") vern the use of the Platform and Lolagrove Limited's ("we" and "us", and "our") relationship with the user of the Platform and, in the case of an individual user that is employed by or otherwise works on behalf of one or more organisation(s), those organisation(s) that the individual user works for (together "you" and "your") in relation to your use of the Platform. You agree to be bound by the Terms on the date that the user first registers to use the Platform in accordance with Paragraph 1(d), or on the date that the user first uses the Platform, whichever occurs first (that date being the "Effective Date"). If you object to any of these Terms, you cannot use the Platform and you must cease using it immediately.
(b) You warrant and undertake that: (i) you have full capacity and authority to agree to be bound by the Terms (including, in the case of an individual user, on behalf of the organisation(s) that the user works for); (ii) you have and will maintain all necessary licences, consents and permissions necessary for the performance of your obligations under these Terms; and (iii) you shall comply with applicable laws and regulations with respect to your activities under these Terms.
(c) Provided that you comply with these Terms, access to certain parts of the Platform are provided to you without charge (under the "Basic Account"). Additional parts of the Platform (under the "Pro Account") can only be accessed in return for the payment of the Charges. The current functionality of the Basic Account and the Pro Account is described at http://v4.lolagrove.com/pricing.
(d) Before you can use the Platform, you must be registered as a Registered User. To register for a Basic Account, please follow the instructions at http://v4.lolagrove.com/registration. Once registered as a Registered User, to upgrade to a Pro Account, please follow the instructions at http://v4.lolagrove.com/registration. To downgrade from a Pro Account to a Basic Account, please follow the instructions at [include instructions to downgrade].
(e) If you have registered for a Pro Account in accordance with Paragraph 1(d), you have the right to invite other Registered Users ("Invited User") to access, upload, change and download information from and interact with [areas of the Platform to which you have uploaded Your Information]  (your "Network") by following the instructions at [include instructions for inviting Registered Users to Network]. [If you downgrade from a Pro Account to a Basic Account, your Invited User's access to any Network you have created will immediately terminate upon the date of the downgrade becoming effective].
(f) Subject to the remainder of these Terms and the level of access provided by us to you, you will determine which parts of the Network any Invited User will have access to and the purposes for which they can use it.
(g) We recommend that you read these Terms whenever you visit the Platform as we may, without prior notice to you, amend or withdraw any content on or functionality of this Platform and/or the Terms under which the Platform is used at any time. All changes will be effective when posted at http://v4.lolagrove.com/terms and are binding on you from that date. The current version of the Terms will be displayed on this page.
2. Information about us
(a) Lolagrove Limited is a company registered in England and Wales with company number 05443168 and has its registered address at Unit 1, Pride Court, 80-82 White Lion St, London, N1 9PF, United Kingdom.
(b) If you wish to contact us about these Terms or the Platform, please contact us at firstname.lastname@example.org.
3. Terms and conditions of use
3.1 Basis of use
(a) Access to this Platform is restricted to Registered Users. All other access is strictly prohibited and you are not permitted to use the Platform if you are not a Registered User. Furthermore you are not permitted to access a Network unless you created the Network or have been invited to access it as an Invited User. Subject to the remainder of these Terms, the Registered User is responsible for determining and controlling access to its Network by its Invited Users. Registered Users are responsible and liable for their use of the Platform, except that a Registered User and its Invited User(s) are jointly and severally liable for the Invited User's use of the Registered User's Network in accordance with these Terms (including in relation to the Invited User's compliance with the Acceptable Use Policy) apart from in relation to the payment of Charges to us, where the Registered User that has invited an Invited User to access its Network will be responsible for paying the Charges that accrue as a result of the Invited User's use of the Registered User's Network.
(b) We may at our entire discretion, provide you with access to the Platform via your user name and password. You must treat that information as confidential and you must not disclose it to anyone else. You are responsible for all access and use of the Platform conducted with the use of your username or password, whether authorised or unauthorised by you, by us or anyone else. You may change your password at any time and should change it regularly. If you know or suspect that someone else knows your password you must notify us by contacting us immediately at email@example.com. We have the right to reset, disable or remove any username, password and/or your account at any time from being able to access the Platform if in our opinion you have failed to comply with these Terms or to prevent or address a threat to the security of the Platform.
(c) We grant you a non-exclusive licence to access and use the Platform solely for the purposes of you receiving the services described at http:// http://v4.lolagrove.com/pricing, depending on whether you have a Basic Account or a Pro Account. The Platform is to be used for your internal business purposes only and you may not, except for the sole purpose of making your Network available to Invited Users, make the Platform available to any third parties for any purposes without our consent. You shall not sell, lease, lend, resell, distribute, alter or amend your access to the Platform or create adaptations based on the Platform, nor shall you reverse-engineer, disassemble or decompile the Platform nor any part thereof or otherwise reduce the Platform to any human-perceivable form. You shall not create technical interfaces to the Platform which enable the extraction of data from the Platform unless such activity is expressly authorized in writing by us. We reserve any and all rights not expressly granted to you under these Terms. We reserve the right to revoke this licence at any time and to change or withdraw access to the Platform, or any part of it, at any time without notice for any or no reason. The Platform shall be made available from locations determined by us from time to time. We shall have the right to select and change the locations used for the production of the Platform from time to time without notice to you.
(d) The availability and integrity of the Platform is at our entire discretion. While we aim to ensure that the Platform is normally available twenty-four hours a day, seven days a week, we make no commitment to maintain the availability or integrity of the Platform and we shall not be liable at all if, for any reason it is unavailable or not functioning correctly at any time or for any period due to maintenance or outages. We shall not be liable for the transmission or receipt of any data or service to the extent it is provided to you through the interoperation with a third party network.
(e) Whilst we make reasonable attempts to exclude viruses or other destructive computer codes from the Platform, we do not accept any obligation, give no assurance and assume no liability or responsibility (whether express or implied) in relation to viruses or such computer code. You should take all appropriate safeguards before using the Platform or downloading information from the Platform.
(f) Although we aim to ensure that the content of the Platform is accurate, current and complete, we do not accept liability for any errors or omissions, or for the content becoming out of date. Neither we nor any third parties that provide content held or made accessible from the Platform provide any warranty or guarantee (express or implied) as to the availability, accuracy, timeliness, fitness for purpose, compatibility, security, performance, correctness of calculation, completeness or suitability of the components, results, data, information, materials or other content found or offered on the Platform for any particular purpose. You acknowledge that the content of the Platform may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
(g) The content of the Platform is provided at our entire discretion and may be updated or changed without notice. We may suspend, discontinue, delete or change all or any part of the Platform and the services offered on it at any time without notice. We shall not be liable to you or to any other person in the event that all or any part of the Platform is suspended, discontinued, deleted or changed in any way.
(h) From time to time the Platform may include links to or content from other platforms, systems or websites ("Third Party Content"). Third Party Content is provided for your convenience to provide further information. We do not endorse such Third Party Content and we have no responsibility for the Third Party Content. Accessing or using any Third Party Content is done entirely at your own risk. Furthermore, the use of the Third Party Content may depend on the acceptance of separate terms and conditions applicable to the use of the Third Party Content which the relevant third parties may change with or without notice in their absolute discretion. We may update, change or modify these Terms and/or the Platform as a result of a change in, or unavailability of Third Party Content as described above. If any third party ceases to make its Third Party Content available to use with the Platform on reasonable terms, as determined by us in our sole discretion, we may cease providing access to the Platform without any liability to you. Any changes to Third Party Content, including their availability or unavailability will not affect your obligations under these Terms and you will not be entitled to any refund, credit or other compensation due to any such changes.
(i) It is your sole responsibility to install, configure, maintain and obtain licenses for any software required to use and access this Platform and for you to ensure this software is operating properly.
(j) This Platform is intended for use in the United Kingdom. We make no representation that the content held by or made available from this Platform is appropriate or available for use in other locations. Those who choose to access this Platform from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent any local laws are applicable.
(a) Where you have a Pro Account, you shall pay the applicable charges as described at http://v4.lolagrove.com/pricing (the "Charges").
(b) The Charges shall be due and payable in accordance with the payment structure and invoicing procedure set out at http://v4.lolagrove.com/payment.
(c) If we have not received payment within 30 days after the due date, then without prejudice to any other of our rights and remedies:
(i) we may, without liability to us, suspend your access to all or any part of the Platform and any Invited User's access to your Network and we shall be under no obligation to provide any or all of the Platform while the invoice(s) concerned remain unpaid; and
(ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% of the due amount, commencing on the due date and continuing until fully paid, whether before or after judgement.
(d) All Charges:
(i) shall be payable in pounds sterling;
(ii) are non-cancellable and non-refundable; and
(iii) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
(e) We may change the Charges from time to time, and will communicate any price changes to you in advance. Any change of the Charges for the Pro Account will take effect at the start of the next payment period following the date of the price change. If you do not agree with the change in Charges, you have the right to reject the change by terminating the Terms prior to the change in Charges ing into effect. You shall be deemed to have accepted the change in the Charges if you use the Platform using your Pro Account on or following the date on which the change in Charges becomes effective.
(f) For the avoidance of doubt, if you exercise your right to downgrade your account from a Pro Account to a Basic Account, you will remain responsible for the payment of Charges that have been incurred prior to the effective date of downgrade as described by the relevant pricing plan in effect and as may be amended from time to time prior to the effective date of downgrade in accordance with this Paragraph 3.2.
3.3 Our intellectual property rights
The Platform contains data, information, materials and other content and underlying intellectual property rights which are owned by or licensed to us. This content includes, but is not limited to, the design, layout, look, appearance, graphics, text and program code. Reproduction and any use of the content other than as permitted under Paragraph 3.1(c) is prohibited except as expressly authorised by us. All trade marks reproduced in this Platform which are not the property of, or licensed to, us are acknowledged on the Platform.
3.4 Information provided by you
(a) Data and other information you provide to us ("Your Information") will be used by us and our Subcontractors to provide the Platform to you and other users. By providing Your Information to us and our Subcontractors, you grant us and our Subcontractors a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully transferable and sublicensable licence to access, use, distribute, adapt, modify, incorporate, display, reproduce and transmit Your Information together with all underlying intellectual property rights to Your Information irrespective of whether those rights subsist now or come into existence in the future for the purposes described in this Paragraph 3.4.
(b) We may:
(i) monitor and compile statistical and other information related to the performance, operation and use of the Platform;
(ii) use data from the Platform in aggregated form for security and operations management, to create statistical analyses and for research and development purposes; and
(iii) use data held in one part of the Platform to corroborate, match with or enrich data held in other parts of the Platform.
(together "Platform Analytics"). We may make the results of Platform Analytics publicly available. Platform Analytics will not incorporate Your Information in a form that identifies you. We retain all intellectual property rights in the Platform Analytics.
(c) You warrant, represent and undertake to us that:
(i) Your Information is true, complete and up-to-date;
(ii) You have the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to grant us and our subcontractors the licence described in Paragraph 3.4(a) and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect; and
(iii) For the avoidance of doubt, you have the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to allow us and our subcontractors to perform Platform Analytics on Your Information and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect.
3.5 Acceptable use of the Platform
You will not, and will not authorise anyone else to:
(a) upload, e-mail or otherwise transmit to the Platform any material that is:
(i) confidential that you do not have the right to disclose to us;
(ii) in our opinion, racist, sexist, ageist, homophobic, pornographic, obscene, profane, vulgar or horrid, defamatory of any person or entity, abusive, threatening, otherwise likely to be harmful or otherwise offensive;
(iii) likely to infringe or misappropriate any patent, copyright, trade mark, trade secret or any other intellectual property right of any other person or entity; or
(iv) a virus, worm or Trojan horse, or any other computer code that is likely to disrupt, overload, harm or impair the functioning, integrity or availability of the Platform;
(b) attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
(c) attempt to disrupt, overload, harm or impair the functioning of the Platform or use the Platform in such a way that disrupts, overloads, harms or impairs its functioning; or
(d) engage in any conduct that is in contravention of any relevant local, national or international law or which incites or encourages the contravention of any such law, is disruptive or is otherwise inappropriate
(together the "Acceptable Use Policy").
Contravention of the Acceptable Use Policy may give to a claim for damages and/or be a criminal offence. If in our opinion, you and/or any of your Invited Users have breached the Acceptable Use Policy, we may terminate, suspend or remove your rights and/or any or all of your Invited Users' rights to access the Platform.
This Paragraph 4 applies to the Processing of User Personal Data by us for you. The subject-matter and duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and the cateries of Data Subjects to whom the User Personal Data relates are set out in the Annex.
4.2 Processor and Controller responsibilities
(a) You are the Controller in respect of any User Personal Data and we are the Processor of such User Personal Data, except where you act as a Processor of the User Personal Data, in which case we are your subprocessor. If you have any questions or wish to contact us in relation to this Paragraph, please contact us using the methods and contact details explained at Paragraph 2.
(b) We shall comply with the provisions and obligations imposed on us by the applicable Data Protection Legislation and shall procure that our employees, agents and contractors observe the provisions of the Data Protection Legislation. You shall comply with the provisions and obligations imposed on you by the applicable Data Protection Legislation and shall procure that your employees, agents and contractors observe the provisions of the Data Protection Legislation.
(c) If you are a Processor, you warrant to us that your instructions and actions with respect to User Personal Data, including your appointment of us as a subprocessor, has been authorized by the relevant Controller.
4.3 The instructions
(a) You instruct us to Process User Personal Data only in accordance with applicable law: (i) to provide the Platform; (ii) as further specified via your use of the Platform; (iii) as documented in these Terms; and (iv) as further documented in any other written instructions given by or on your behalf, if agreed to by us.
(b) You instruct us (and authorise us to instruct each Subprocessor) to Process the User Personal Data and transfer the User Personal Data to any country or territory, as reasonably necessary for the provision of the Platform and consistent with these Terms.
(c) We may Process User Personal Data otherwise than in accordance with your documented instructions if the Processing is required by laws applicable to us, in which case we shall, to the extent permitted by such laws, inform you of that legal requirement before the relevant Processing.
4.4 Right to Process the User Personal Data
You warrant, represent and undertake that:
(a) You are entitled to transfer the User Personal Data to us so that we may lawfully use, Process and transfer the User Personal Data in order to provide the Platform and carry out our other rights and obligations under these Terms;
(b) The User Personal Data may be transferred or stored outside the European Economic Area or the country where it, the Registered Users or the Data Subjects of the User Personal Data are located in order to provide the Platform and carry out our other obligations under these Terms;
(c) The relevant third parties, including the Data Subjects of the User Personal Data have been informed of, and have given their consent to, such use, Processing, and transfer, as required by all applicable Data Protection Legislation;
(d) Our Processing of the User Personal Data is based on a legal ground for Processing as may be required from time to time by applicable Data Protection Legislation and you have, in all respects, complied with your obligations under applicable Data Protection Legislation with respect to the User Personal Data to permit our Processing of it;
(e) You will document in writing, any instruction bearing on the Processing of User Personal Data by us;
(f) You will ensure, before and throughout the Processing of User Personal Data, compliance with the obligations set out in these Terms; and
(g) You will supervise the Processing of User Personal Data.
4.5 Confidentiality in relation to User Personal Data
We shall ensure that our employees, consultant, contractors, agents and representatives that are authorised to Process the User Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
We shall maintain the security practices and policies for the protection of the User Personal Data as set out at http://v4.lolagrove.com/security. You confirm that you have assessed the security measures set out in that document and have determined that they satisfy the requirements of the applicable Data Protection Legislation relating to our Processing of the User Personal Data on your behalf.
(a) You authorise us to appoint (and permit each Subprocessor appointed in accordance with this Paragraph 4.7 to appoint) Subprocessors in accordance with this Paragraph 4.7 and any restrictions in these Terms.
(b) We will ensure that Subprocessors are bound by written agreements that require them to provide at least the level of data protection required of us by this Paragraph 4.
(c) We may continue to use those Subprocessors already engaged by us as at the Effective Date. A list of the current Subprocessors that we use, including their functions and locations, is provided at http://v4.lolagrove.com/security .
(d) We shall give you notice of the appointment of any new Subprocessor by updating http://v4.lolagrove.com/security. If within 7 Business Days of that update occurring, you notify us in writing of any objections (on reasonable grounds) to the proposed appointment, we shall not appoint (or disclose any User Personal Data to) that proposed Subprocessor until we have provided you with an explanation of how we propose to address the objections you have raised. If you still object to the appointment of the Subprocessor, then we shall be entitled to appoint the Subprocessor in any event and you will be entitled to terminate the Terms and your use of the Platform on written notice, which will be effective as soon as it is given.
(e) If our arrangement with a Subprocessor involves a Restricted Transfer and EU Data Protection Laws apply to the Processing of the User Personal Data, we shall ensure that the Standard Contractual Clauses are incorporated into the agreement, or otherwise entered into, between us (who shall enter the Standard Contractual Clauses on your behalf) and the Subprocessor or between you and the Subprocessor, if you request to do so, except that this will not apply if the Subprocessor is situated in a third country or participates in a scheme that is approved by the Commission as ensuring an adequate level of protection for the transfer of User Personal Data or the transfer falls within a permitted derogation.
(f) If our arrangement with a Subprocessor involves a Restricted Transfer and EU Data Protection Laws do not apply to the Processing of the User Personal Data, we shall ensure that appropriate safeguards as required under the applicable Data Protection Legislation for such transfers are implemented prior to effecting the Restricted Transfer.
(g) We shall be responsible for the acts and omissions of any Subprocessor with whom we contract or who Processes the User Personal Data on your behalf as we are to you for our own acts and omissions in relation to the matters provided for in this Paragraph 4.
4.8 Data Subject rights
(a) To the extent legally permitted and where appropriate, promptly pass on to you any enquiries or communications (including Data Subject requests) from Data Subjects relating to their User Personal Data or its Processing; and
(b) To the extent you do not have the ability to correct, amend, or delete the User Personal Data (as required by the Data Protection Legislation) by accessing the Platform, comply with your reasonable requests, to enable you to comply with your duties under the Data Protection Legislation and you shall be responsible for any of our reasonable costs and expenses arising from the provision of such assistance.
4.9 Personal Data Breach
We shall notify you without undue delay upon us becoming aware of a Personal Data Breach affecting the User Personal Data and we will provide you with a description of the nature of the breach. We shall use reasonable efforts to co-operate with you and to assist in the reasonable investigation, mitigation and remediation of any such Personal Data Breach.
4.10 Data Protection Impact Assessment and Prior Consultation
We shall provide you with reasonable assistance with respect to any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, required by Data Protection Legislation, in each case solely in relation to Processing of User Personal Data by us, and taking into account the nature of the Processing and information available to us. You shall be responsible for any of our reasonable costs and expenses arising from the provision of such assistance.
4.11 Deletion of User Personal Data by you
(a) We will enable you to delete User Personal Data during the Term in a manner consistent with the functionality of the Platform. If you use the Platform to delete any User Personal Data during the Term and that User Personal Data cannot be recovered by you, this use will constitute an instruction by you to us to delete the relevant User Personal Data from your instance of the Platform which we provide to you in accordance with applicable law. Subject to Paragraph 4.11(b), we will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless retention is required by laws, regulations or other legal or compliance requirements that are applicable to us.
(b) We may retain User Personal Data following your instruction to delete the User Personal Data in accordance with Paragraph 4.11(a) and/or any termination or expiration of these Terms solely for the purpose of performing Platform Analytics in relation to such User Personal Data, provided that the User Personal Data will be fully anonymised.
4.12 Return of User Personal Data
(a) Subject to Paragraphs 4.12(b), (c) and (d), we shall promptly and in any event no later than 180 days from the date of cessation of any services offered on our Platform involving the Processing of the User Personal Data (the "Cessation Date"), delete all copies of User Personal Data from your instance of the Platform.
(b) Subject to Paragraph 4.12(c) and (d), where you, within ten (10) days of the Cessation Date, provides us with a written notice requiring us to provide a copy of all the User Personal Data to it, we will do so no later than 180 days from the Cessation Date where the standard functionality of the Platform does not permit you to download a copy of the relevant User Personal Data.
(c) We may retain User Personal Data as described in these Terms and/or where this is required by laws, regulations or other legal or compliance requirements that are applicable to us.
(d) We may retain User Personal Data for the purpose of performing Platform Analytics, provided that any such User Personal Data will be fully anonymised.
4.13 Audit rights
(a) Subject to Paragraphs 4.13(b), we shall make available to you on reasonable request, information that is reasonably necessary to demonstrate our compliance with this Paragraph 4 and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of the User Personal Data by us. You shall be responsible for any of our reasonable costs and expenses arising from the provision of such information and audit rights.
(b) Your information and audit rights only arise under Paragraph 4.13(a) to the extent that these Terms and/or any other information available to you in relation to the Platform does not otherwise give you information and audit rights meeting the requirements of Paragraph 4.13(a).
(c) We shall immediately inform you if, in our opinion, an instruction in relation to your rights under Paragraph 4.13(a) infringe Data Protection Legislation.
5. Liability and indemnity
5.1 Limitation of liability
(a) THE PLATFORM IS PROVIDED "AS IS". WE AND OUR AFFILIATES GIVE NO UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PLATFORM AND ANY NETWORK, INCLUDING ANY WARRANTY THAT THE PLATFORM AND ANY NETWORK WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
(b) Subject to Paragraph 5.1(c), our total aggregate liability to you in respect of all losses whenever and however arising under or in connection with these Terms or the Platform or any Network, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to and shall in no circumstances exceed £[?] except that we shall under no circumstances whatsoever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Terms. Subject to Paragraph 5.1(c), in all other circumstances our liability for any and all losses suffered is completed excluded.
(c) Nothing in these Terms shall limit or exclude our liability for:
(i) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(ii) fraud or fraudulent misrepresentation; and
(iii) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
You indemnify and shall keep us and any other member of the Overmore Group (the "Indemnified Parties") indemnified against all Liabilities sustained or incurred by the Indemnified Parties as a result of the occurrence of any of the following:
(a) your failure to comply with any of your obligations under these Terms and our enforcement, exercise or protection of our rights under these Terms; and/or
(b) any undertaking, representation or warranty made by you under these Terms that is or proves to have been incorrect or misleading; and/or
(c) any claim that is made by one of your Invited Users or any other third party against any member of the Overmore Group that is connected to any allegation that you have breached any duty of confidentiality or obligation under Data Protection Legislation owed to that third party, and/or that you have infringed and/or any of Your Information infringes any of that third party's intellectual property rights.
(a) All notices, notifications, requests or other communications made by you under or in connection with the Terms and/or your use of the Platform shall be made by emailing us at [insert contact address].
(b) Any communication made by you by way of email will be effective one (1) Business Day after being received by us at the address indicated in Paragraph 6.1(a) above.
(c) Any communication made by us by way of letter will be effective when it has been left at your address or two (2) Business Days after being deposited in the post (with postage prepaid) in an envelope addressed to you at that address, provided that any communication or document left at your address after 5pm shall be deemed only to become effective on the following day.
(d) Any communication to be made under or in connection with the Terms and/or your use of the Platform must be in English.
6.2 Assignment and sublicensing
(a) You may not assign, transfer, subcontract or sublicense any of your rights or obligations under or in connection with the Terms or the Platform.
(b) We may at any time assign, transfer, subcontract and/or sublicense any of our rights or obligations under or in connection with the Terms or the Platform without restriction and without notice.
6.3 Confidentiality and disclosure
(a) We will not disclose confidential information (being information which is confidential in nature and not public information or identified as non-confidential information) relating to you to any third party without your consent unless such disclosure is to:
(i) any member of the Overmore Group or to any officer, director or employee of the Overmore Group;
(ii) any professional advisors, subcontractors, auditors, partners, manager or insurers of the Overmore Group;
(iii) any prospective assignee or transferee permitted under Paragraph 6.2 above and, in each case, their Affiliates; or
(iv) a third party that is a court of competent jurisdiction, a vernmental, banking, taxation, supervisory, industry association or other similar body or a stock exchange or the information is required or requested to be disclosed pursuant to any applicable law or regulation or in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
and we will use reasonable endeavours to advise such third parties of the confidential nature of such information.
(b) The Platform contains trade secrets and confidential information belonging to us, our Affiliates and our and their third parties including the specific design, structure and logic of individual Platform programs, their interactions with other service offerings, both internal and external, the programming techniques employed therein and you and your usernames and passwords. Except as explicitly permitted by these Terms, or otherwise with our consent, you shall not allow anyone other than yourself and your Invited Users to have access to the information contained on the Platform for the purposes described in these Terms.
If any provision of the Terms is deemed unlawful, void or for any other reason unenforceable then that provision shall be deemed severed from the Terms and shall not affect the validity and enforceability of any remaining provisions of the Terms.
6.5 No waivers
Our failure or delay to exercise or enforce any rights or any provision of the Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
6.6 Third party rights
Except as otherwise explicitly permitted by these Terms, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these Terms.
6.7 No partnership
Nothing in these Terms is intended to or shall operate to create a partnership between you and us or authorize either you or us to act as agent for the other. Neither party shall have the authority to act in the name of, on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
6.8 Entire agreement
The Terms represent the entire understanding between you and us in relation to its subject matter and supersedes all prior agreements, understandings or arrangements made by you and us, whether oral or written. Any terms and conditions on any purchase order or other document whatsoever which you have issued in connection with the Platform shall not be binding on us, nor may they be used to interpret these Terms.
We may, from time to time, change these Terms. When this happens the new updated Terms will be displayed to you where you log in and you will be asked to accept or reject them. If you accept such Terms you will be granted access to the Platform. If you reject such Terms you will no longer have access to the Platform.
7. Term and termination
(a) The Terms shall commence on the Effective Date and will continue to apply to you until terminated by either you or us in accordance with the provisions of these Terms (the "Term").
(b) We may terminate the Terms or suspend your access to the Platform with immediate effect by giving written notice for: non-compliance with the Terms, including, without limitation, in the event of your or any of your Invited Users' actual or suspected unauthorised use of the Platform.
(c) You may terminate the Terms and access to the Platform (i) immediately if you are on a pay-as-you- payment plan; (ii) with at least [thirty (30) days] written notice prior to the end of your payment plan; or (iii) immediately in accordance with Paragraph 4.7(d).
(d) We may terminate these Terms with immediate effect by giving written notice if an Insolvency Event occurs in relation to you.
(e) In the event that either party terminates the Terms, or if we suspend your access to the Platform, you agree that we shall have no liability or responsibility to you and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
(f) Upon expiry of the Term or termination of these Terms in accordance with its terms:
(i) the rights granted to you under these Terms shall terminate and you shall cease all use of the Platform either immediately or, where you have terminated under Paragraph 7(c), at the end of the notice period identified in that Paragraph;
(ii) nothing will affect any accrued rights or liabilities of either party at the date of the termination;
(iii) nothing will affect the continuance in force of any provision of these Terms to the extent it is expressed or by implication intended to continue in force after termination. The following provisions shall in any event survive expiry or termination: Paragraph 3.3, 3.4, 5, 6, this Paragraph 7(f) and 8; and
(iv) for the avoidance of doubt, nothing will affect your obligation to pay any Charges due to be paid according to your payment plan and any outstanding Charges due but not yet paid will become immediately due and payable on expiry of the Terms or on the effective date of termination of the Terms, whichever occurs earlier.
8. verning law and jurisdiction
(a) The Terms and any non-contractual obligations arising out of or in connection with it are verned by English law.
(b) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with your use of the Platform and/or the Terms (including a dispute relating to the existence, validity or termination of the Terms or any non-contractual obligation arising out of or in connection with the Terms) (a "Dispute") and the parties to these Terms agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
(a) In these Terms:
"Acceptable Use Policy" has the meaning described in Paragraph 3.5;
"Affiliates" means, in relation to a person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
"Basic Account" has the meaning in Paragraph 1(c);
"Business Day" means a day other than a Saturday or Sunday on which banks are open for general interbank business in London, England;
"Cessation Date" has the meaning described in Paragraph 4.12(a);
"Charges" has the meaning described in Paragraph 3.2(a);
"Data Protection Legislation" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
"Dispute" has the meaning described in Paragraph 8(b);
"EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each EU Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
"GDPR" means the EU General Data Protection Regulation 2016/679;
"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary;
"Indemnified Parties" has the meaning described in Paragraph 5.2;
"Insolvency Event" means in relation to a party:
(i) the issue of a petition for its winding up;
(ii) the convening of a meeting for the purpose of considering the passing of a winding-up resolution for its winding up (except for the purpose of a solvent amalgamation or reconstruction where the resulting entity is to assume all of its obligations under this Agreement);
(iii) the making of an application to the court for an administration order or the filing at court of a notice of intention to appoint an administrator;
(iv) a provisional liquidator, liquidator, administrative receiver, administrator, trustee or other similar officer taking possession of or being appointed over or an encumbrancer taking possession of the whole or substantially the whole of its property;
(v) a receiver being appointed over any part of its property;
(vi) its making proposals for or entering into a company voluntary arrangement (within the meaning of Part I, Insolvency Act 1986) or otherwise making proposals for or entering into a compromise with the majority by value of its unsecured creditors;
(vii) the filing of documents specified in Schedule A1, Insolvency Act 1986 with the court with a view to obtaining a moratorium pending its making proposals for a company voluntary arrangement;
(viii) its being unable to pay its debts within the meaning of s123(1) Insolvency Act 1986 or being unable to pay its debts as they fall due; or
(ix) any similar event occurs in any relevant jurisdiction;
"Invited User" has the meaning described in Paragraph 1(e);
"Liabilities" means any sum (present, contingent or future) payable by you to us including, without limitation, any damages, claims, losses, costs and expenses (including legal expenses on a full indemnity basis);
"Overmore Group" means us and each of our Affiliates;
"Network" has the meaning described in Paragraph 1(e);
"Platform" means the service provided by us at [include web address] or any other domain through which we provide such service. A reference to the "Platform" is a reference to both those parts of the Platform that are available under a Basic Account and those parts of the Platform that are available under a Pro Account;
"Pro Account" has the meaning described in Paragraph 1(c);
"Registered User" means a person that has registered to use the Platform;
"Restricted Transfer" means a transfer of User Personal Data from us to a Subprocessor where such transfer would be prohibited by Data Protection Legislation (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Legislation) in the absence of appropriate safeguards required for such transfers under the Data Protection Legislation;
"Standard Contractual Clauses" means the standard contractual clauses approved by the Commission for the transfer of Personal Data to Processors established in third countries under Directive 95/46/EC or the GDPR;
"Subprocessor" means any person (including any third party but excluding any of our employees or any employee of our subcontractors) appointed by or on behalf of us to Process the User Personal Data in connection with these Terms;
"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006;
"Terms" has the meaning described in Paragraph 1(a) above;
"Third Party Content" has the meaning described in Paragraph 3.1(h);
"User Personal Data" means any Personal Data Processed by us or a Subprocessor on behalf of your behalf pursuant to or in connection these Terms;
"Your Information" has the meaning described in Paragraph 3.4(a); and
The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
(b) Unless a contrary indication appears, any reference to:
(i) the "Terms" or other agreement is a reference to the Terms or that agreement as amended, novated, restated, supplemented, extended or replaced;
(ii) the singular shall include the plural and vice versa;
(iii) a "Paragraph" is a reference to a Paragraph to these terms and conditions;
(iv) the word "including" (and its derivations) must be construed as being for illustration or emphasis only and not as limiting the generality of any preceding words;
(v) the word "other" must not be construed as being limited by the context in which it appears or the words that precede it where a wider construction is possible;
(vi) any "person" includes any assignee, transferee, successor-in-title, delegate or appointee of that person (but, in the case of you or us, only permitted assignees or transferees). It also includes any individual, company or other body corporate, any state or state agency or any unincorporated body, association, trust, joint venture, consortium or partnership whether or not having separate legal personality);
(vii) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any vernmental, intervernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(viii) a provision of law is a reference to that provision as amended or re-enacted;
(ix) a time of day is a reference to local time in London, United Kingdom; and
(x) Paragraph headings are for ease of reference only.
Details of Processing of User Personal Data
This Annex includes certain details of the Processing of User Personal Data:
Subject matter and duration of the Processing of User Personal Data
Our provision of the Platform.
Duration of the Processing
The Term plus the period from the expiry of the Term until deletion of all User Personal Data by us in accordance with the Terms.
Nature and Purpose of the Processing of User Personal Data
We will Process User Personal Data for the purposes of providing the Platform in accordance with the Terms.
The types of User Personal Data to be Processed
Data relating to individuals provided to us via the Platform by you.
The cateries of Data Subject to whom the User Personal Data relates
Data Subjects include the individuals about whom data is provided to us via the Platform by you.
Your obligations and rights
These obligations and rights are set out in the Terms.