HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9105922Rebekah M. Sheller, MSLS
Collection Development Librarian
Poddre River Public Library District
201 Peterson Street
Fort Collins, CO 80524-2990
November 4th, 2010
Dear Becky,
Offer for subscription to the collectionHQ Service
We, Bridgeall Libraries Limited, a company registered under the Companies Acts (company number
SC297736) and having our registered office at 151 St Vincent Street, Glasgow G2 5NJ, and having a
place of business at 1 Ainslie Road, Hillington Park Glasgow, G52 4RU, have pleasure in offering to
provide you, the addressee named above, with the under noted Service subject to the terms and
conditions attached to this Offer letter.
Service:
Provision, over a web interface, of a subscription based, hosted
software application called collectionHQ, using data supplied to us by
you in accordance with the service description, details of which are
contained in the "Service Description" document which is available
upon request.
Set Up:
Implementation & Initial Training
Commencement Date:
Date you are provided initial access (logon) to system
Subscription Period:
1 Year
The costs associated with the provision of the above Service are as follows:
Subscription Fee:
USD$17,500 per annum
Set Up Fee
USD$5,000" fixed cost for delivery of Implementation and Initial
Training.
Waived for time limited period
Designated Libraries:
5
Permitted Users:
10
Minimum Hardware and
• An Internet browser (Internet Explorer 6.0 or above, Mozilla
Software Requirements:
Firefox 1.5 or above)
• A connection from your internal network to the Internet with a
minimum nominal speed of 8Mbps
• Outbound FTP Access
Website:
Our website located at www.collectionhq.com (or such other domain
name as we may from time to time specify) from which the Service is
to be provided.
appropriately backed up, no warranties are given in this regard and we specifically do
not represent or warrant that:
(a) the Service will be uninterrupted or error free and you acknowledge and
agree that the existence of such errors and/or the occurrence of interruptions
shall not constitute a breach of this Agreement; or
(b) defects out with our control in the Service will be corrected.
We are not responsible for being blocked by ISPs, firewalls, routers and/or software,
devices or equipment of a similar nature over which we have no control where this
impacts on the provision of the Service.
17. Passwords and Security
You shall be responsible for ensuring that any and all usernames and passwords
provided to you and/or your employees, agents or other authorised representatives
for the purposes of accessing the Service are kept secure and disclosed only to your
authorised representatives who have a need to know such usernames and
passwords. Without prejudice to the foregoing, you shall ensure that the Service is
not used by or on behalf of any person, other than you or any of your employees,
agents or other. authorised representatives or Permitted Users, who are not
authorised to do so. You are entirely responsible for any and all activities that occur
in accessing and using the Service using passwords issued to you or your Permitted
Users. You shall immediately notify us of any unauthorised use of the Service using
your passwords or any other breach of security but to avoid any doubt, we are not
liable to you or anyone else for any loss or damage arising from your failure to comply
with the above.
18. Confidentialit
18.1 In the course of the performance of its obligations and exercise of its rights under this
Agreement, the Parties both agree that each may acquire information and/or
proprietary materials from the other, which information is not generally known in the
relevant trade or industry of either party or third parties with which either party
conducts or may conduct business. As used in this Agreement, "Confidential
Information" means all non-public information disclosed by one party or its agents
(the "Disclosing Party') to the other party (the "Receiving Party") that is designated as
confidential or that, given the nature of the information or the circumstances
surrounding its disclosure, reasonably should be considered as confidential.
Confidential Information includes, but is not limited to, (i) non-public information
relating to the Disclosing Party's technology, customers, business plans, promotional
and marketing materials, statistics, technical information, finances and other business
affairs, (ii) third -party information that the Disclosing Party is obligated to keep
confidential, and (iii) the contents and provisions contained in this Agreement.
18.2 The Receiving Party shall protect the Confidential Information by using the same
degree of care, but no less than a reasonable degree of care, to prevent the
unauthorized use, dissemination, or publication of the Confidential Information as The
Receiving Party uses to protect its own confidential information of like nature. The
Receiving Party shall restrict disclosure of Confidential Information to its employees,
agents and assigns with a need to know and shall advise them of the requirements of
this Agreement.
18.3 Confidential Information does not include any information that: (i) is or becomes
publicly available without breach of this Agreement, (ii) can be shown by
documentation to have been known to the Receiving Party at the time of its receipt
from the Disclosing Party, (iii) is received from a third party who did not acquire or
disclose such information by a wrongful or tortious act, or (iv) can be shown by
documentation to have been independently developed by the Receiving Party without
reference to any Confidential Information.
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18.4 The Receiving Party may use Confidential Information only in pursuance of its
business relationship with the Disclosing Party. Except as expressly provided in this
Agreement, the Receiving Party will not disclose Confidential Information to anyone
without the Disclosing Party's prior written consent. The Receiving Party will take all
reasonable measures to avoid disclosure, dissemination or unauthorized use of
Confidential Information, including, at a minimum, those measures it takes to protect
its own confidential information of a similar nature.
18.5 The Receiving Party will restrict the possession, knowledge and use of Confidential
Information to its employees, agents and assigns (collectively, "Personnel") who (i)
have a need to know Confidential Information in connection with the parties' business
relationship, and (ii) when requested by the Disclosing Party on a case by case basis,
have executed written agreements obligating them to protect the Confidential
Information.
18.6 The Receiving Party may disclose Confidential Information as required to comply with
binding orders of governmental entities that have jurisdiction over it, provided that the
Receiving Party: (i) gives the Disclosing Party reasonable written notice to allow the
Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses
only such information as is required by the governmental entity, and (iii) uses
commercially reasonable efforts to obtain confidential treatment for any Confidential
Information so disclosed.
18.7 All Confidential Information will remain the exclusive property of the Disclosing Party.
The Disclosing Party's disclosure of Confidential Information will not constitute an
express or implied grant to the Receiving Party of any rights to or under the
Disclosing Party's patents, copyrights, trade secrets, or trademarks or other
intellectual property rights.
18.8 The Receiving Party will notify the Disclosing Party immediately upon discovery of
any unauthorized use or disclosure of Confidential Information or any other breach of
this Agreement by Receiving Party. The Receiving Party will cooperate with the
Disclosing Party in every reasonable way to help the Disclosing Party regain
possession of such Confidential Information and prevent its further unauthorized use.
18.9 The Receiving Party will return or destroy all tangible materials embodying
Confidential Information (in any form and including, without limitation, all summaries,
copies and excerpts of Confidential Information) promptly following the Disclosing
Party's written request. At the Disclosing Party's option, the Receiving Party will
provide written certification of its compliance with this Section.
19. Liability
19.1 Neither party excludes or limits liability to the other for death or personal injury caused
by its negligence or for a breach of any obligations implied.
19.2 Subject always to clause 19.1, in no event shall either party be liable to the other for:
(a) loss of profits, business, revenue or goodwill;
(b) loss of savings (whether anticipated or otherwise); and/or
(c) indirect or consequential loss or damage.
19.3 We warrant that:
(a) we have the right to license all rights in and to the Software to you, and that
the Software supplied by us under this Agreement does not infringe the
intellectual property rights of any third party; and
(b) at the Commencement Date, and for the duration of the Agreement, the
Service will perform in general accordance with the Service Description as
set out in the Service Description document. However, you accept that
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improvements and enhancements to the Service during the Subscription
Period may significantly change the Service Description. The sole remedy for
breach of the warranty under this clause 19.3(b) shall be correction of
Defects by us within a reasonable time from notification by you of the Defect
that constitutes such breach. For the purposes of this clause, a "Defect' is an
error in the Software or website that causes the Service to fail to operate
substantially in accordance with Service Description document.
19.4 The sole remedy for a breach of the warranty given in clause 19.3(a) is that we shall
defend, hold harmless and indemnify you against all loss, damage, claims, liabilities,
fees, costs and expenses arising out of any action brought against you based on a
claim that the Service infringes any intellectual property right of any third party,
provided that:
(a) we shall be notified promptly in writing of any such claim;
(b) you shall make no admission or settlement of such claim without our prior written
consent;
(c) we shall have sole control of the defence and any negotiations for compromise;
(d) you shall provide, at our expense, such assistance as we reasonably require.
19.5 The warranties in clause 19.3 are in lieu of all other express or implied warranties or
conditions including, but not limited to, implied warranties or conditions of
merchantability and fitness for a particular purpose.
19.6 Subject always to clause 19.1, our total liability, whether in contract, tort or otherwise
and whether in connection with this Agreement or any collateral contract, shall in no
circumstances exceed a sum equal to one year's Subscription Fee.
19.7 We shall not be liable if you are unable to access the Service or incur problems or
loss when using the Service because of any corruption, abuse or incorrect use of the
website or usernames and passwords or contravention of the terms of this Agreement
(including any use of the Service with equipment or other software which is
incompatible) and/ or because of any variation or modification to the website or
Software which is unauthorised by us, and/or where the website or Software has
been used in contravention of the terms of this Agreement and/or outwith the website
terms and conditions and/or where the failure is due to factors external to the website
and Software including but not limited to damage or environmental conditions and/or
failures in other equipment or software and/or where the failure is due to incorrect,
inaccurate, out of date or corrupted data supplied by you.
19.8 Time shall not be of the essence in respect of the Service. Any delays caused by you
shall be added to any estimated timescales for provision of the Service.
19.9 We shall effect and maintain with a reputable insurance company professional
indemnity insurance in an amount not less than £1 million.
19.10 We shall hold employer's liability insurance in respect of our staff in accordance with
any legal requirement for the time being in force.
19.11 We shall produce to you, on request, copies of the insurance policies referred to in
this clause or a broker's verification of insurance to demonstrate that the appropriate
cover is in place, together with receipts or other evidence of payment of the latest
premiums due under those policies.
20. General
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20.1 This Agreement constitutes the entire agreement between you and us relating to the
use of the Service, the website and the Software and supersedes all other
agreements or understandings between us and you.
20.2 If any provision in this Agreement is deemed to be illegal or unenforceable the rest of
the provisions will remain in full force and effect.
20.3 Neither party will be liable for any failure or delay in performing its obligations, in
terms of this agreement, due to circumstances beyond its reasonable control
20.4 Notices to be given by us under this Agreement shall be in writing and may be given
by email or otherwise at our discretion and sent to your organisation as stated on the
offer. Notices by you must be given in writing and sent by either (a) post addressed
to us at our address at 1 Ainslie Road, Hillington Park Glasgow, G52 4RU as stated
on the Offer or to such other address as we may notify to you from time to time; or (b)
by fax to our fax number stated on the Offer or such other fax number as we may
specify from time to time followed by letter sent by first class recorded delivery (or its
equivalent) posted within 24 hours of such fax to the address in 19.4 (a) above.
20.5 This Agreement is governed by English Law and by accepting the Offer, you hereby
submit to the non - exclusive jurisdiction of the English Courts.
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Appendix 1
service i ar ets
Availability The collectionHQ service will be available 90% of the time 09.00
to 17.00 (your local time) Monday to Friday
Service Incidents The collectionHQ Support Team will seek to provide an initial
response within 24 hours and a follow up within a maximum 48
hours to service incidents and thereafter regularly updated until
a resolution is reached. All incidents must be raised initially via
our Helpdesk by email to support@collectionHQ.com
Non -Critical Enquiries The collectionHQ Support Team will respond to non -critical
enquiries within 3 days, deliver an answer within 10 days, and
update status every 5 days. A non -critical inquiry is defined as
a request for information that has no impact on the service
quality if not answered or acted upon promptly.
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Cont.
To be paid by either by check or direct transfer.
Checks should be made payable to Bridgeall Libraries Limited and remitted to
Bridgeall Libraries Limited
Hillington Park Innovation Centre
1Aisnlie Road
Glasgow
Renfrewshire
G52 4RU, UK
Direct transfer to the following account:
Acc Name: Bridgeall Libraries Limited
Bank: Bank of Scotland, 167-201 Argyle Street, Glasgow G2.8BU
Sort Code: 80-11-80
Account No: 06053267
BIC: BOFS G621009,
IBAN: GB04 BOFS 8011 8006 0532 67
Any future changes to the account bank details will be notified in advance in writing
This Offer should be read in conjunction with our Standard Terms and Conditions attached, and is
open for acceptance until November 30th 2010 failing which it will lapse. If you wish to accept this
Offer, please confirm your acceptance by responding via email to ian.downie@collectionHQ.com
Yours faithfully
Ian Downie
Commercial Manager
For and on behalf of Bridgeall Libraries Limited
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STANDARD TERMS AND CONDITIONS FOR THE SERVICE
1. Definitions
Term
Meaning
the "Offer"
The offer letter, offering you the collectionHQ
service.
the "Agreement'
The Offer together with these Terms and
Conditions
references to "You" or "Your"
The person or organisation which has
accepted the Offer and thereby agreed to
receive the Service
references to "We", "Our" or "Us"
Bridgeall Libraries Limited
the "Software"
The then current and core version of our
proprietary software application
collectionHQ, which both provides the
Service on our website and enables you to
use the Service. The core Software does not
include the optional Modules.
the "Service"
Provision, over a web interface, of our
subscription based, hosted Software, using
data supplied to us by you in accordance
with the service description as detailed in the
Service Description document. (available
upon request)
the "Commencement Date"
The date this Agreement and the Service is
deemed to have commenced.
the "Subscription Period"
The initial term of this Agreement
the "Subscription Fee"
The annual subscription charge, effective
from the Commencement Date, to be paid
by You to Us for the provision of the Service.
the "Designated Libraries"
The maximum number of libraries authorised
to use the Service
the "Permitted Users"
The maximum number of concurrent
authorised users that may use the service.
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the "Renewal' A twelve month extension of the period for
which the Service will be provided,
commencing at the end of the Subscription
Period, and on every subsequent
anniversary thereafter.
the "Renewal Date"
The date the annual Renewal commences
the "Modules" Optional packages of extra -functionality
software, which enhance the Software
further, and which are not covered by the
Subscription Fee.
References to Clauses are to clauses of this Agreement. Terms defined in the Offer
shall have the same meaning in these terms and conditions.
Registration/Duration
2.1 Payment of the Subscription Fee will constitute acceptance by you of these Terms
and Conditions.
2.2 We shall provide the Service to you upon the terms of the Agreement. This
Agreement (and the Service provided) shall commence on the Commencement Date
and, always subject to Clauses 11 and 12, shall be renewed automatically for a
period of 12 months, commencing at the end of the Subscription Period, and on each
anniversary thereafter.
3. Equipment and Internet Connection
3.1 We shall provide the Service to you using the Internet. You are responsible for
providing an adequate connection to the Internet with a minimum connection speed
not less than that specified in the Offer.
3.2 You are responsible for obtaining and maintaining all equipment, hardware, third party
software, peripherals and any and all other communications facilities and equipment
which may be required from time to time to access and use the Service (and of at
least the minimum hardware/software specification as set out in the Offer) and for
paying all charges incurred in relation to the use of these.
4. Data Supply
4.1 You agree that in order for us to provide the Service you shall attach an adapter
software program to your computer systems, or utilise some other suitable and
reliable data extraction mechanism, to extract, collect and convey data to be used for
the Service to our computer systems. Once such data is received by our systems our
Software can provide the Service to you and your Users.
4.2 Consequently you hereby grant to us a non-exclusive licence to use the data supplied
by your computer systems to ours for the term of this Agreement, for purposes
including but not limited to the following: -
(a) providing the Service;
(b) providing any future enhancements to the Software or Modules;
(c) our own internal records; and
(d) allowing an Internet Services Provider appointed by us to access such data to
the extent necessary to allow such Internet Services Provider to host the
Software.
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4.3 To provide an effective Service to you, it is important to ensure the reliability and
integrity of data supplied. Accordingly, you warrant that the data supplied: -
(a) does not infringe the rights of any third parties, including without limitation
copyright owned by third parties;
(b) complies with all applicable laws and regulations;
(c) does not contain any personal data that would come under the definition of
personal data under the Data Protection Act 1998 (as amended) and/or any
regulations made under this Act;
(d) will be accurate and will be updated on at least a monthly basis.
We warrant that we will adhere to the Council's Data Protection commitments if
provided and mutually agreed in relevant documentation to Us.
4.4 For the avoidance of doubt, unless you comply with the terms of this clause 4 we
shall have no obligation to provide the Service.
5. Availability of Service
5.1 We will use commercially reasonable efforts to achieve the Service Targets set out in
Appendix 1. However, whilst we will do what we reasonably can to ensure the
availability of the Service at all times, we cannot and do not offer a continuous or
uninterrupted service and no warranty is given in this respect. You acknowledge that
certain aspects of the Service are dependent upon third parties and upon your
computers supplying us with data. Without prejudice to this generality, we may at any
time at our discretion:
(a) temporarily suspend or restrict access to the Service for the purposes of
repair, modification, maintenance or improvement or the implementation of
new facilities or performance of back-up or data archival; or
(b) give instructions to you regarding the use of the Service which in our
reasonable opinion are necessary in the interests of security or to maintain or
improve the quality of the Service to you. You will use your best endeavours
to comply with such instructions and, while they are in force, such instructions
will be deemed to form part of this Agreement.
However, where reasonably possible, we shall give notice of any suspension,
undertake system maintenance activity out of your normal working hours (assuming
these are 9am until 5pm Monday - Friday) and will restore the Service as soon as
reasonably practicable after any such suspension.
5.2 You shall: -
(a) grant us (or our employees and/or agents) access to your premises during
normal business hours and we and our employees and/or agents shall
adhere to your policies and procedures in relation to health and safety and
security at all times;
(b) use reasonable endeavours to provide decisions, information or assistance to
us on our request in sufficient time and detail for us to provide the Service;
and
(c) prepare the equipment, hardware, third party software, infrastructure and
environment in accordance with clause 3.2 and generally as required by us
and to have access as provided for in (a) and (b) above
in order for us to provide the Service in accordance with the Agreement. For the
avoidance of doubt if you do not comply with clause 5, we shall have no obligation to
provide the Service.
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Changes to Service
6.1 We reserve the right to enhance or otherwise change the Service or the Software
from time to time in order to improve the Service or Software we offer You.
Use of Service
7.1 Subject to your payment of the Subscription Fee as set out in the Offer, we grant to
you a non-exclusive, non -transferable right to access the Service for the duration of
this Agreement for the sole purpose of using the Service in relation to stock
performance management for the Designated Libraries.
7.2 You are permitted to print and download reports from the website for your own use
provided that no documents, information or related graphics on the website are
modified in any way and no graphics on the website are used separately from
accompanying text and provided you otherwise comply with the terms of this
Agreement.
7.3 Unless otherwise stated by us on the website, the copyright and other intellectual
property rights in all material on the website and the Software are owned by us or our
licensors. Any use of reports from the website other than in accordance with Clause
7.2 above is prohibited.
7.4 Subject to Clause 7.2, no part of the website may be reproduced or stored in any
other website or included in any public or private electronic retrieval system or service
without our prior written permission. Such permission shall not be unreasonably
withheld.
7.5 Upon acceptance of the Offer and subject to payment of the Subscription Fee, we
shall provide you with the usernames and passwords authorising use of the website
for the Permitted Users specified in the Offer. You may issue these to Permitted
Users who are your employees, or such other types of users as are agreed by us on
the basis that each username and password pair is allocated to a single user only and
only such users who have been allocated with a username and password by you are
entitled to use the Service. You agree that you shall not disclose information in
relation to the Software or provide any access whatsoever to any third party which is
not a Permitted User.
7.6 Additional pairs of usernames and passwords may be issued by us at our option upon
your request and we shall have the right to make an additional charge for these
additional pairs or vary monthly fees as a result of these additional users accordingly
at our sole discretion. Any use made of the Software and Service by anyone other
than Permitted Users shall be deemed unauthorised use.
7.7 You may not, and you shall procure undertakings from Permitted Users that they shall
not:
(a) copy the Software for any purpose whatsoever other than normal automatic
copying by your computer of the Software for the sole purposes of enabling
you and your Permitted Users to use the Service on the website;
(b) use the Service or Software or any part of them on equipment of a type,
category or for additional users or libraries other than as permitted by this
Agreement;
(c) modify, alter, loan, distribute, rent, assign, sub -license, transfer or otherwise
provide (whether electronically or otherwise) access to the website, or the
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Software utilised by the website or any copy or part of it to anyone else or
make the website or the Software utilised by it available for use by others in
any time sharing, service bureau or similar arrangement or otherwise;
(d) except as permitted by applicable law, reverse engineer, disassemble,
reverse translate or in any way decode the website or the Software or any
copy or part of them in order to derive any source code or other information.
You agree that the website and Software contains valuable trade secrets and
confidential information owned by us including but not limited to the
functionality, appearance and content of the website and Software screens,
the method and pattern of user interaction with the website and Software and
the content of the website. The Software source code and such valuable
trade secrets and confidential information are not licensed to you under this
Agreement and must not be disclosed to any third party.
7.8 All right, title and interest including but not limited to copyrights and other intellectual
property rights of any nature in the website and the Software and resulting out of the
delivery of the Service are owned exclusively by us and you acquire no title or interest
in the same other than the right to use the website and the Software and receive the
Service in accordance with this Agreement.
8. Support and Training
8.1 We shall provide you with access to a support helpdesk in respect of the Service
between the hours of 9.00 am and 5.00 pm, Monday to Friday (excluding Scottish
public holidays) in accordance with our then current support procedures as amended
or updated by us from time to time. The support helpdesk facility should be accessed
by email to ensure all incidents are logged by our Support Ticketing System.
On -site support shall not be provided by us as part of the Service, but may be
provided at our sole option where we deem it necessary and/or where we are unable
to resolve queries remotely. Upon mutual agreement, we shall be entitled to provide
you with on -site support whereby we will charge our standard daily rates from time to
time (prorated if appropriate), and you shall pay all reasonable travel and other costs
and expenses incurred by us in relation thereto.
8.2 We shall provide such initial training regarding use of the Software and Service as we
deem appropriate including without limitation by way of the provision of
documentation relative to the Software and the Service. If you wish additional training
throughout the Subscription Period, this shall be the subject of separate agreement
between you and us.
Escrow Agreement
In accepting the Offer, you are agreeing to subscribe to a service (the Service) based
upon payment of an annual subscription fee (the Subscription Fee). As such, nc
Escrow arrangements are applicable in relation to this Agreement.
10. Consultancy Services
10.1 We do not need to provide you with additional chargeable Consultancy Services for
you to be able to fully use the Service. However, if you would like us to provide
additional services for you then these can be discussed on a case -by -case basis and
quotations will be prepared as appropriate.
11. Payment
11.1 In consideration of the provision of the Service by us, you shall pay the Subscription
Fee specified in the Offer. Payment is due annually in advance for the Service to be
provided in that year and we shall invoice you accordingly.
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11.2 Payment shall be by direct transfer, using the reference in the Offer, to the account
specified in the Offer within 30 days of the date of invoice. Any future changes to the
account bank details will be notified in advance in writing.
11.3 For the avoidance of doubt, fees for Consultancy Services shall be in addition to the
Subscription Fee and shall be agreed on a case by case basis and may be
chargeable by us as a time based rate or as an agreed fixed fee. The Software may
be upgraded by us from time to time, offering new functionality or features, and you
must accept such changes to the Software as and when they are released by us.
There shall be no increase to the Subscription Fee for such new functionality or
features. However, software Modules may be offered to you from time to time which
you may choose to subscribe to at extra cost to the Subscription Fee, effective from
the date you are granted access to such new Modules. However, you will have the
option not to subscribe to such new Modules.
11.4 All sums in the Offer are exclusive sales taxes and duties which will be payable if
applicable in addition. We reserve the right to increase subsequent annual fees.
11.5 Without prejudice to any other right or remedy which we may have, we shall be
entitled to charge interest (both before and after judgement) on a daily basis on all
sums overdue at a rate of 3% per annum above the base rate from time to time of the
Bank of Scotland from the date such sums became due until paid in full. You will also
be liable for all costs and expenses incurred by us in collecting overdue sums.
11.6 In addition to the above, and again without prejudice to our other rights hereunder
and in law, should you fail to make any payment when due under this Agreement, we
shall have the right by notice in writing to suspend the Service and any and all other
services being performed by us without liability until the default is made good.
12. Termination
12.1 We may terminate the Service forthwith at any time by notice with immediate effect to
you if you:
(a) use, or permit use of, the website, Service or the Software otherwise than in
accordance with this Agreement; or
(b) fail to pay any sum rightly due hereunder within 30 days of the due date
12.2 You may terminate the Service
(a) at the end of the Subscription Period, or on the Renewal Date thereafter, by
providing Bridgeall Libraries Ltd. with at least 3 months notice in writing: or
(b) if, within 3 months prior to the Renewal Date, we inform you of an increase to
your Subscription Fee for the Renewal which you find unacceptable, you have
the option not to renew your Subscription at the end of the current Subscription
Period.
12.3 Either party may terminate the Service forthwith by notice with immediate effect to the
other:
(a) if the other commits a material breach of this Agreement which is
irremediable or which (in the case of a breach capable of being remedied)
shall not have been remedied within 28 days of a written request to remedy
the same,
(b) or shall convene a meeting to pass a resolution for voluntary winding up, or
shall enter into any liquidation (other than for the purpose of a bona fide
reconstruction or amalgamation) shall enter into any voluntary arrangement
with its creditors, or shall have a receiver, administrative receiver or
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administrator applied over it or any part of its undertakings or assets, or shall
cease or threaten to cease to carry on business.
12.4 No refunds will be paid for termination unless you terminate under Clause 12.3, and
termination is during a payment period for which you have already paid, in which case
we will refund a pro rata amount to reflect the unexpired portion of the period for
which you have pre -paid.
12.5 Termination of this Agreement shall not affect the accrued rights and liabilities of the
parties arising in any way out of this Agreement. Clauses which due to their nature
are due to be performed or observed following termination including but not limited to
Clauses 7.8, 11, 12, 13, 14, 15, 16 and 17 shall survive termination of this Agreement
and shall remain in force and effect.
12.6 On termination or expiry of this Agreement, you shall destroy any downloaded or
printed extracts from the website and completely purge any copies of the Software
from all of your systems subject always to you retaining your stock management audit
trail, all to your satisfaction for which you seek agreement from us.
13. Compliance with Laws
You will comply with all applicable laws and regulations in respect of your use of the
Service including but not limited to data protection and privacy laws and regulations.
We reserve the right to remove from our systems/records any material, content or
data which we reasonably believe may lead to a third party claim against us. You will
fully and effectively indemnify us in relation to any negligent breach of the terms by
you of this Clause 13.
14. Data Protection and Privacy
By subscribing for the Service, you consent to our retention, use and disclosure of
your details for the purposes of delivering the Service to you. You are responsible for
advising your employees and other users and your customers about how we use
information provided to us, and for procuring any necessary consents, including
without limitation consents required under the Data Protection Act 1998 (as amended)
and any regulations made under this Act.
15. Freedom of Information
15.1 In the event you are required to disclose any information under the Freedom of
Information Act 2000 (as amended or any regulations enacted under it) relating to the
Service, or to us or the business relationship we have with you, which is or has been
disclosed by us to you in. connection with this Agreement, you shall: -
(a) promptly give us notice of such a requirement; and
(b) use all reasonable endeavours to consult with and take account of our wishes
in relation to any such required disclosure, subject always to your obligations
under this Act.
16. Our Warrantv
Whilst we will use our commercial reasonable endeavours to ensure that the Service
will be available to you (subject to Clause 5), and that data will be held securely and
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