Last revised 11th September 2017
These terms and conditions together with the policies referred to in it (the "User Terms") tell you the terms and conditions on which we provide our Services to you through the Platform available through the Website.
Please read these User Terms carefully as they govern your use of the Platform. By Registering and/or continuing to use the Platform you agree to be bound by these User Terms. If you do not accept these User Terms you will not be able to register to use the Platform or Subscribe.
These User Terms tell you who we are, how we provide the Services, how we may change or end the Services, what to do if there is a problem and other important information.
You represent and warrant that you are able to agree these User Terms on behalf of the Organisation.
We may vary these User Terms from time to time and shall post such alterations on the Website. If you do not agree to the changes made to these User Terms, then you have the right to stop using the Platform, and should do so immediately. Your continued use of the Platform after the date the changes have been posted will constitute acceptance of the amended User Terms.
Supplemental terms may apply to certain Services, such as policies for a particular activity, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these User Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these User Terms in the event of a conflict with respect to the applicable Services.
1. DEFINITIONS AND INTERPRETATION
1.1 In these User Terms, the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Initial Term" has the meaning given to it in clause 3.2 below.
"Intellectual Property" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Normal Business Hours" means 9.00 am to 6.00 pm local UK time, each Business Day.
"Organisation" means your organisation.
"Organisation Admin" means a person appointed as an administrator on behalf of the Organisation, whose responsibilities are listed in clause 7.2 of these User Terms.
"Platform" means the Website, and any other platforms on which we make available to provide the Service, any pages or widgets we operate on third party websites or applications, and the content and services we make available through them via the internet or mobile devices (including smartphones and tablets).
"Processing" and " Process" have the meaning set out in section 1(1) of the Data Protection Act 1998.
"Registration" means the creation by you of an account on the Platform in accordance with these User Terms, which remains active, valid and current, and the terms "Register" and " Registering" shall be construed accordingly.
"Renewal Date" has the meaning given to it in clause 4.3 below.
"Subscription" has the meaning given to it in clause 3.1 below, and the term "Subscriptions" shall be construed accordingly.
"Subscription Term" has the meaning given to it in clause 3.2 below.
"Subscription Fees" means the recurring monthly subscription fees for the Subscription at the then current rate payable in accordance with clause 4 of these User Terms.
"Services" means the development and management of information technology strategy services provided to the Organisations, as more particularly described here https://www.beaconstrategy.co.uk/Home/Beacon .
"User" means those employees, agents and independent contractors of the Organisation who are authorised by the Organisation to use the Services.
"User Data" means a User’s personal information supplied to us as part of Registration.
"User Content" means any content uploaded to the Website by you or a User.
"Usage Limits" means thee terms set out in clause 5 below.
"we" or "us" means Beacon Strategy Limited, a private limited company registered with company number 10851963 which has its registered address at Summit House, 170 Finchley Road, London, United Kingdom, NW3 6BP. Our VAT number is 272 8524 85.
"Website" means www.beaconstrategy.co.uk.
"you" means you, a User, the Organisation, the Organisation Admin and any person that registers, accesses and/or uses the Platform and includes your personal representatives, successors or permitted assigns.
2.2 We make no warranty that the Platform will provide an uninterrupted service or be error free, or that any defects will be corrected. While we take steps to prevent misuse of our systems, we cannot warrant that the Platform will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.
2.3 We may update the Platform from time to time, and may change the content on our Platform at any time. However, please note that any of the content on our Website may be out of date at any given time, and we are under no obligation to update it.
3.1 In order to use our Platform and receive the Services you must Register and subscribe for the Initial Term (a "Subscription").
3.2 Your Subscription with us starts on the date that you Register to use our Platform. Unless we otherwise communicate a different time period to you at the time of Registration, each the minimum term Subscription is 12 months (the "Initial Term"), which will automatically renew at the end of the Initial Term for a period of 12 months unless and until your Subscription is cancelled (by you) on giving 3 months written notice prior to the end of each 12 month term, or terminated (by us) in accordance with these User Terms (such term (including the Initial Term) being the "Subscription Term").
3.3 On Registration, the Organisation Admin will receive account details for the Subscription.
3.5 Your Subscription is personal to you. You cannot transfer or assign the Subscription to third parties without our prior written consent.
4. PAYMENT AND BILLING
4.1 In consideration of the provision of our Services, you agree, subject to receiving an invoice from us, to pay the Subscription Fees in full (i) for the Initial Term, within 2 months of Registration; and (ii) for each further Subscription Term on or before the beginning of the next Subscription Term (the “Deadline”).
4.2 If the relevant Subscription Fee remains unpaid 2 months from the Deadline we reserve our right to terminate your Organisation’s Subscription until the Subscription Fee is paid.
4.3 If the Subscription Fee is not paid in accordance with clauses 4.1 and 4.2 of these User Terms, after 3 months from the Deadline, we will erase your content permanently.
4.4 Increases in the Subscription Fee will be notified to you by e-mail or other notice (such as when you log into your account).
4.5 When you Register, the Initial Term will be billed immediately. Your Subscription will automatically renew each year and you will be billed on the same date each month (being the date on which you signed up), provided that, where such date does not exist in a particular renewal month, your Subscription will be deemed to auto-renew on the day immediately following the date of expiry of your current Subscription Term.
4.6 The Subscription Fees are non-refundable.
5. USAGE LIMITS
5.1 Your Organisation may subscribe to a Subscription of at least 10 User licences (the "User Licences").
5.2 Only one User Licence is issued per User. You must not share or allow your Users to share or allow any third party to use a User Licence. If we become aware that you or a User has shared a User Licence with a third party, we may charge you a reasonable licence fee and may terminate your Subscription in accordance with clause 16 of these Terms.
5.3 You may, from time to time during your Subscription, purchase additional User Licences in excess of the number set out in clause 5.1 of these Terms.
5.4 If you wish to purchase additional User Licences, you may do so by adding them via the Website.
5.5 Payment for the additional User Licences will be due at the time of adding before they are activated / at the time and together with your next Subscription Fee.
5.6 You may increase the number of User Licences during the Subscription Term and the Subscription Fee will be rounded up pro-rata subject to the total number of User Licences in the Subscription Term.
5.7 Once you increase the number of User Licences in your Subscription, you may only reduce the number of User Licences by adding them via the Website prior to the beginning of a new Subscription Term.
6. YOUR OBLIGATIONS AND USE OF THE PLATFORM
6.1 You shall:
6.1.1 comply with these User Terms;
6.1.2 comply with the Usage Limits; and
6.1.3 co-operate with us in all matters relating to the Services.
6.2 You agree that you are fully responsible and liable for the actions of any User who access the Platform.
6.3 You consent to information about the device you use to access the Platform being collected and processed for fraud prevention purposes and you acknowledge that we may use third parties (and information they provide) to help us prevent fraud or unauthorised access to the Platform.
6.4 You are responsible for configuring your information technology, computer programmes and platform in order to access our Platform. You should use your own virus protection software.
6.5 You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.
6.6 You undertake to defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Platform and Services.
7.1 You and each User will be provided with a username and password on Registration. You must not disclose it to any third party. Additionally, if you choose, or you are provided with any other piece of information as part of our security procedures, you must treat such information as confidential.
7.2 Each Organisation will have one Organisation Admin who will be responsible for:
7.2.1 registering the Subscription on behalf of the Organisation;
7.2.2 administering the Subscription;
7.2.3 providing Users with [their individual usernames and passwords] and access to the Platform and Confidential Information which is stored on the Platform;
7.2.4 deciding the extent of rights delegated to the Users under the Subscription, but at all times subject to and limited to the rights set out in these User Terms.
7.3 Notwithstanding the obligations of the Organisation Admin in clause 7.2, all Users are bound by these Terms once they are added by the Organisation Admin and are able to access the Platform.
7.4 We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these User Terms.
7.5 If you know or suspect that anyone other than you knows a username and password, you must promptly notify us at firstname.lastname@example.org .
9. INTELLECTUAL PROPERTY
9.1 You acknowledge that all present and future Intellectual Property rights subsisting in, or used in connection with, the Platform (the " Platform Intellectual Property"), including the manner in which the Platform is presented or appears and all information and documentation relating to it, is our property (or that of our licensors), and nothing in these User Terms shall be taken to transfer any of the Platform Intellectual Property to you.
9.2 Except as expressly stated in these User Terms, you may not use, copy or reproduce the Platform Intellectual Property for any other purpose.
9.3 Whenever you upload content on to the Platform, you continue to own title and interest in and to all intellectual property in your content (“ User Intellectual Property”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Intellectual Property.
10. UPLOADING CONTENT TO OUR PLATFORM
10.1 Whenever you make use of a feature that allows you to upload content to our Platform, or to make contact with other users of our Platform, you must comply with the content standards set out below.
10.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
10.3 You warrant that by uploading content on the Platform, you are not infringing any Intellectual Property of a third party or other rights in respect of the content and agree to indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with such.
10.4 All your content will be stored on the Platform and treated as confidential (“Confidential Information”). Your Confidential Information shall not be deemed to include information that:
10.4.1 is or becomes publicly known other than through any act or omission of us;
10.4.2 was in our lawful possession before the disclosure;
10.4.3 is lawfully disclosed to us by a third party without restriction on disclosure; or
10.4.4 is independently developed by us, which independent development can be shown by written evidence.
10.5 We undertake to hold your Confidential Information in confidence, not to disclose or exploit it and not make it available to any third party, or use the other’s Confidential Information for any purpose other than in clause 10.6 and 10.7 of these Terms.
10.6 You retain all of your ownership rights in your content, but you grant us a limited licence to use, store and copy that content and to use it to improve our Services.
10.7 We may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, we will give you as much notice of such disclosure as possible.
10.8 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their Intellectual Property rights, or of their right to privacy.
10.9 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Platform.
10.10 You assume sole responsibility for results obtained from the use of the Platform and Services and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any content uploaded and modified by you.
10.11 We have the right to remove any posting you make on our Platform if, in our opinion, your post does not comply with the following content standards with any applicable local, national or international law or regulation of the jurisdiction from which they are posted.
10.12 Contributions must not:
10.12.1 contain any material which is defamatory of any person;
10.12.2 contain any material which is obscene, offensive, hateful or inflammatory;
10.12.3 promote sexually explicit material;
10.12.4 promote violence;
10.12.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
10.12.6 infringe any copyright, database right or trade mark of any other person;
10.12.7 be likely to deceive any person;
10.12.8 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
10.12.9 promote any illegal activity;
10.12.10 be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
10.12.11 be likely to harass, upset, embarrass, alarm or annoy any other person;
10.12.12 be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
10.12.13 give the impression that they emanate from us, if this is not the case;
10.12.14 advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse;
10.12.15 impersonate any person, or misrepresent your identity or affiliation with any person; or
10.12.16 contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
10.13 You are solely responsible for securing and backing up your content.
10.14 We will determine, in our discretion, whether there has been a breach of this clause 10 through your use of our Platform. When a breach has occurred, we may take such action as we deem appropriate.
10.15 Failure to comply with this clause 10 constitutes a material breach of these User Terms and may result in our taking all or any of the following actions:
10.15.1 immediate, temporary or permanent withdrawal of your right to use our Platform;
10.15.2 immediate, temporary or permanent removal of any posting or material uploaded by you to our Platform;
10.15.3 a warning being issued to you;
10.15.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
10.15.5 further legal action against you; or
10.15.6 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
10.16 We exclude liability for actions taken in response to breaches of this clause 9. The responses described in this clause 9 are not limited, and we may take any other action we reasonably deem appropriate.
11. LINKING TO OUR WEBSITE
11.1 You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Website in any site that is not owned by you. Our Website must not be framed on any other Website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.
11.2 The site in which you are linking must comply in all respects with the content standards set out in clause 11 above.
11.3 If you wish to make any use of content on our Platform other than that set out above, please contact us at email@example.com .
12.1 All User Data and other User content belongs to the Users and each User has a sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data and all other User Content.
12.2 In the event of any loss of any of the User Data, your sole and exclusive remedy shall be for us to use our reasonable commercial endeavours to restore the lost or damaged User Data maintained by us.
12.3 We will not be responsible for any loss, destruction, alteration or disclosure of the User Data or User Content caused by any third party.
12.4 You acknowledge and agree that User Data may be transferred or stored outside the EEA or the country where the Users are located in order to carry out the Services.
12.5 You must ensure that you are entitled to upload, use and store the User Content and you do not breach any laws or any third party rights by uploading the User Content onto the Website for the purposes of Services and we may use and Process the User Content as required by all applicable data protection legislation.
12.6 We will only Process the User Data and the User Content only in accordance with these User Terms.
12.7 You should take appropriate technical and organisational measures against unauthorised or unlawful processing of the User Data and User content or its accidental loss, destruction or damage.
12.8 You acknowledge that for the purposes of the Data Protection Act 1988, we are the Data Controller and the Processor is the data processor of any Personal Data.
12.9 We will process your Personal Data only to the extent, and in such a manner, as it necessary for the purposes of providing Services to you in accordance with these User Terms and shall not process the Personal Data for any other purpose.
12.10 We will keep the record of any processing of Personal Data we carry out.
13. LIMITATION OF LIABILITY
13.1 Nothing in these User Terms shall limit or exclude our liability for fraud or fraudulent misrepresentation or for death or personal injury caused by our negligence.
13.2 Except as expressly and specifically provided in these User Terms:
13.2.1 you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by the us at your direction;
13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these User Terms; and
13.2.3 the Services are provided to you on an "as is" basis.
13.3 Subject to clauses 13.1 and 13.2:
13.3.1 we shall under no circumstances whatever be liable to you, 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 these User Terms and the Service; and
13.3.2 our total liability to you in respect of all other losses arising under or in connection with these User Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Subscription Fees received from you for the Service.
14.1 We will use commercially reasonable endeavours to make Services available 24 hours a day, seven days a week, except for:
14.1.1 planned maintenance carried out during the maintenance window of 6:00 pm to 6.00 am UK time;
14.1.2 unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you 8 Normal Business Hours' notice in advance ; and
14.1.3 in rare critical circumstances, we may temporary have to take the Platform offline.
14.2 We provide technical support during Normal Business Hours. If you have any support issues, you may inform us by e-mail to firstname.lastname@example.org.
15. CANCELLATION BY YOU
15.1 To exercise the right to cancel, you must inform us by e-mail to email@example.com of your decision to cancel your Subscription by a clear statement.
15.2 if you cancel your Subscription, we reserve the right to withhold the Subscription Fee for the remaining period of the Subscription Term.
15.3 Following cancellation under this clause 16 your access to the Platform will be terminated immediately.
16. TERMINATION BY US
16.1 If any provision of these User Terms is declared by any relevant competent authority to be unenforceable (or indications of this are made by any such authority), you agree to discuss with us amending that provision in a reasonable manner so that it achieves the purpose of these User Terms without illegality. If we agree that the effect of any declaration is to defeat the original intention of these User Terms, either of us may terminate these User Terms in writing.
16.2 Without limiting our other rights or remedies we may suspend or terminate these User Terms and our Services (without refund, if applicable) with immediate effect by giving notice to you if:
16.2.1 you fail to pay any Subscription Fee due in accordance with clause 4 of these User Terms;
16.2.2 you stop trading; or
16.2.3 you commit a material breach of these User Terms and (if such a breach is remediable) you fail to remedy that breach within 10 Business Days of being notified to do so.
16.3 On termination of these User Terms for any reason:
16.3.1 all licences granted shall immediately terminate and you shall immediately cease all use of the Services; and
16.3.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
17. FORCE MAJEURE
17.1 For the purposes of these User Terms, " Force Majeure Event" means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
17.2 We shall not be liable to you as a result of any delay or failure to perform our obligations under these User Terms as a result of a Force Majeure Event. If a Force Majeure Event prevents us from providing the Service then we shall, without limiting our other rights or remedies, have the right to terminate these User Terms and our Service immediately by giving written notice to you.
We may at any time assign, transfer, subcontract or deal in any other manner with all or any our rights under these User Terms and may subcontract or delegate in any manner any or all of our obligations under these User Terms to any third party or agent. You shall not, without our prior written consent, assign, transfer, subcontract, or deal in any other manner with any or all of your rights or obligations under these User Terms.
18.2.2 Any notice or other communication to be given to us under or in connection with these User Terms shall be addressed to firstname.lastname@example.org or can be sent by post to Summit House, 170 Finchley Road, London, United Kingdom, NW3 6BP.
If any provision or part-provision of these User Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these User Terms.
No failure or delay by either of us to exercise any right or remedy provided under these User Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Nothing in these User Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute either of us the agent of the other for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to these User Terms shall not have any rights to enforce its terms.
These User Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these User Terms.