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ONLINE SUBSCRIPTION AGREEMENT

THIS AGREEMENT IS BETWEEN

THE TERRELL EMPIRE LIMITED incorporated and registered in England and Wales with company number 11141237 whose registered office is at 47 Common Rise, Hitchin, Hertfordshire, SG4 0HN (the “Provider” which expression shall be deemed to include its successors, subsidiaries, agents and assigns)

AND

You as the individual accepting these Terms and Conditions

(“Subscriber”)

BY CONFIRMING THAT YOU HAVE READ OUR TERMS AND CONDITIONS AND BECOMING A SUBCRIBER WHICH WILL ENABLE YOU TO ACCESS AND USE THE SERVICES WHICH YOU HAVE SELECTED YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS A SUBSCRIBER.

PLEASE SAVE A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE. YOU CAN ALSO VIEW THESE TERMS AND CONDITIONS AGAIN IN FULL ON OUR WEBSITE.

1. Definitions

   In this Agreement the following expressions will have the following meanings—

   1. “Acceptance”/“Accepted” means express agreement by the Parties in any of the following ways: by the Subscriber by clicking the button confirming it has read these terms and conditions selecting the relevant Services it wishes to access and Provider providing confirmation of subscription.
   2. “Agreement” and/or “Subscription Agreement” means these terms and conditions together with any additional or amended agreements, terms, conditions or licenses either contained or attached as Schedules including Subscriber registration details or any variations which are later added or adopted and which are Accepted by the Parties.
   3. “Authorised User” means the Subscriber and no other person. The Subscriber is not permitted to allow any third party to use the Software or the Services.
   4. “Commencement Date” means the date of Acceptance.
   5. “Database” means Provider’s database of software, data, website content, information, instructions, training and support material as well as hosted data from all subscribers, users and parties in whatever media.
   6. “Schedule” means the schedule accessed via this link which forms part of this agreement and contains details of the Subscriber, the Services and Software selected by the Subscriber, the term and payment periods.
   7. “Services” means the Cloud based subscription services made available to the Subscriber as specified on Provider’s website.
   8. “Software” means the software provided by Provider (including third party software) which is required by the Subscriber to access, use and/or receive support for the Services.
   9. “Subscription Charges” means those fees and charges which are payable by the Subscriber to Provider for the Services (including but not limited to the license fee to use Provider’s Software.
   10. “Subscriber Data” means all information, data and material including but not limited to the Subscriber’s information (but not Provider’s templates, designs and formats).
   11. “System” means the computer system(s), servers (physical or virtual), software and network which the Provider uses to store, host and provide access to the Services.
   12. “Term” has the meaning set out in the Schedule
2. Subscription to Provider Cloud based Services
   1. Upon Acceptance of the terms and conditions of this Agreement and subject to payment of the appropriate Subscription fees and charges, Provider hereby grants to the Subscriber a non-exclusive, non-transferrable subscription right to access and use the Services and Software solely for the Subscriber’s own purposes during the Term of this Agreement.
   2. In order to access and use the Services, Provider will provide the Subscriber with user names and/or passwords. The Subscriber is solely responsible for safeguarding the same and undertakes to indemnify Provider in the event Provider suffers any loss or damage whatsoever as a result of the Subscriber’s use, misuse or negligent use of the same and of the Services.
   3. Provider may provide the Subscriber with other materials from time to time necessary for use and/or support of the Services including Software, instruction guides, training, support procedures, documentation, information updates and other material. The Subscriber will implement/comply with Provider’s directions for use/implementation of the same.
   4. Where Software is required by the Subscriber to access and use the Services, Provider hereby grants and the Subscriber hereby accepts a non-exclusive, non-transferable, revocable license to use the Software solely for the purposes of accessing and using the Services subscribed for by the Subscriber and covered by and during the Term of this Agreement. Provider may update the Software from time to time with or without notice to the Subscriber. This license and access to the Services and Subscriber Data is automatically revoked and access denied if the Subscriber is in breach of this Agreement.
3. Subscriber Use of the Services
   1. The Subscriber may only access and use the Services personally and has paid Subscription Charges based on that basis. If the Subscriber permits any other person to use the Services then it must notify Provider and pay the additional charges relating to the same from the date of first exceeded use. Provider may deny the Subscriber access to the Services if there is any breach of this term.
   2. The Subscriber will be solely responsible and liable for its own use of the Services in compliance with this Agreement Provider’s Acceptable Use and Privacy policy, Provider’s website terms and conditions, password confidentiality, change frequency and site security.
   3. The Subscriber will not attempt any of the following prohibited acts:
      1. input, access, store, transmit or distribute any viruses, Trojan horses, worms, time bombs, cancelbots, malware, spyware or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing the functionality, operation or integrity of the Services, Software, System or Database;
      2. input, access, store, transmit or distribute any content which is malicious, illegal or harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, or any material that exploits children or is invasive of another person’s privacy or other rights or that may otherwise cause distress, injury or damage to any person or property;
      3. engage in “phishing” or other deceptive or misleading online activity or transmit any “spam” or other unsolicited messages that can degrade or otherwise interfere with Services, Software, System or Database or other users of the same;
      4. spoof, steal the identity or otherwise impersonate any individual or entity or falsely state or otherwise misrepresent the Subscriber’s identity, status, ability or affiliation in any way;
      5. disable, tamper, hack, copy, duplicate, disassemble, decompile, reverse engineer, extract, download, distribute, frame or re-publish any part or whole of the Services, Software, System, Database or source code;
      6. infringe Provider’s intellectual property rights in and to the Services, Software, System, Database, Provider’s website, or any material which Provider has made available to the Subscriber or which the Subscriber may have otherwise gained from the Services, Software, System or Database, Provider’s website including but not limited to “framing”, “linking”, or using spider or “screen scrap” software or systems to extract Provider’s data or otherwise use Provider’s trade marks, trade name, copyright, database and other intellectual property rights;
      7. translate, adapt, vary or modify the Services, Software, System or Database or any of Provider’s other software or website material into any other language or code whether or not computer-generated or using any AI software or tool;
      8. adapt, vary, modify or work around any technical limitations, rights management or monitoring in the Services, Software, System or Database or on Provider’s website.
4. Subscriber Data and Privacy
   1. The Subscriber retains all ownership of and intellectual property rights in its Subscriber Data to the extent that it owns the same.
   2. The Subscriber is solely responsible for the legality, accuracy, completeness and use of Subscriber Data and the Subscriber undertakes to indemnify Provider in the event that Provider suffers any loss or damage whatsoever as a result of the Subscriber’s use of the Services and its Subscriber Data
   3. The privacy of the Subscriber is very important to Provider and Provider will always endeavour to comply with the latest applicable data protection measures to ensure fairness, transparency, accuracy, security, minimisation and respect for these rights with regard to any of the Subscriber personal data. Provider will, where the same applies, comply with the latest European General Data Protection Regulation (GDPR) with respect to such applicable data. Please see Provider privacy policy on Provider website
5. Hosting of Own Subscriber Data
   1. Where Provider is hosting Subscriber Data, Provider will be responsible for the privacy, security, data protection of the Subscriber Data, storage, back-up and support, subject always to any Third Party hosting Provider’s terms, conditions and standards, of which Subscriber will be advised.
6. Account and Access Data
   1. The Subscriber is solely responsible for ensuring that all registration and contact details supplied to Provider are true and accurate at all times and are kept updated by the Subscriber. By so doing, the Subscriber consents to receive and transact with Provider by electronic communications. The Subscriber agrees that Provider may send electronic communications relating to the Services, Software other products and services, instructions, upgrades or support relating to its own and those of associated third parties.
   2. The Subscriber is also solely responsible for ensuring the security and confidentiality of all passwords, account names or numbers and login information used by it in any way in relation to the Services, Software, documentation, support and/or upgrades (“AA Data”) and undertakes to prevent unauthorised access or use of the same. The Subscriber will be solely liable to Provider for any breach of this provision and undertakes to indemnify Provider for all and any loss which Provider may suffer as a result of such breach.
   3. The Subscriber agrees that Provider will have the right to deny the Subscriber or other party using the AA Data, access to the Services, Database, the Software, documentation or other services which it has reason to believe is unauthorised or non-compliant or if the Subscriber has failed to pay for the same.
   4. Notwithstanding the Subscriber’s obligation to keep the information updated and to protect the security and confidentiality of the same, the Subscriber hereby grants Provider permission to obtain and use Subscriber information which it deems necessary for the proper performance of its Services including but not limited to the Subscriber IP address(es), to enable it to provide the Software and Services efficiently and to monitor use of the same for security and compliance with this Agreement.
7. Subscription Charges
   1. The Subscription Charges and any other fees and charges are specified on Provider’s website and/or in the Schedule are payable on the as specified in the Schedule and upon the terms and conditions of this Agreement.
   2. The Subscriber agrees to pay Provider the applicable Subscription Charges as specified by Provider from time to time for access to and use of the Services. The Subscription Charges are due for payment upon first access to the Services by the Subscriber.
   3. Provider will have the right to vary the Subscription Charges by advising the Subscriber of the Subscription Charges at the end of each period for which the Subscriber has subscribed.
   4. In the event that the Subscriber fails to make payment of the Subscription Charges when due, the Subscriber will immediately cease using the Services and Provider has the right to deny the Subscriber access to the Services and the Subscriber Data where hosted by Provider. This Agreement to use the Services will automatically cease other than for the terms which survive termination.
   5. All charges payable under this Agreement are exclusive of and net of any taxes or duties including (but without prejudice to the foregoing generality) VAT levied on Provider or the Subscriber by reference to the Services, Software provision of the same or anything else supplied, divulged or made available to the Subscriber under this Agreement. Such taxes or duties will be paid by the Subscriber at the rate and in the manner for the time being prescribed by law.
   6. If any sum payable under this Agreement is not paid within 14 days after the due date then (without prejudice to Provider’s other rights and remedies including denial of Service) Provider reserves the right to charge interest on such sum on a day-to-day basis (before as well as after any judgement) from the due date to the date of payment (both dates inclusive) at the rate of 4 per cent above the base rate of the Bank of England for the time being in force.
8. Subscriber's Undertakings
   1. The Subscriber undertakes:
      1. to comply with Provider’s most up-to-date instructions on use of the Services, Software, system or Database and immediately (but not later than within 7 days) upon expiry, termination or cessation of this Agreement for any reason, to permanently delete any Provider Services, Software or any part of Provider’s Database (other than Subscriber Data) from Subscriber’s own system;
      2. to comply with the additional provisions on Provider website including but not limited to the most current Privacy Policy and website Terms and Conditions as Provider may update the same from time to time.
      3. to indemnify Provider and keep Provider indemnified in the event that Provider suffers any loss or damage whatsoever as a result of Subscriber’s use of the Services, Software, System or Database, or from Subscriber Data.
      4. not to perform any of the acts referred to in clause 3(c) above.
   2. The Subscriber undertakes to comply with all other obligations specified in this Agreement.
9. Copyright, Patents, Trade Marks, Database Rights and Other Intellectual Property Rights
   1. The Subscriber acknowledges that (other than Subscriber Data) any and all of the copyright, trade marks, trade names, templates, formats, designs, displays, animations, presentation, patents, database rights, and other intellectual property rights subsisting in or used in connection with the Services (in whatever media or format including but not limited to audio-visual and any other media) and including without limitation, the Software, System, Database all information, guides and instructions relating thereto and including but not limited to any and all variations, adaptations, translations or derivatives thereof whether or not computer-generated or using any AI software or tool are and will remain the sole property of Provider.
   2. The Subscriber will not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership by Provider.
   3. In the event that new inventions, designs, processes, services, software, support, products, configuration settings, templates, formats or other material in any form or media evolve in performance of or as a result of this Agreement, the Subscriber acknowledges that the same will be the property of Provider unless otherwise agreed in writing by Provider.
10. Confidential Information
    1. The term “Confidential Information” will mean and include information or material that a receiving party knows, or reasonably, under the circumstances of disclosure, should know, or the disclosing party considers to be of a confidential or sensitive trade secret nature, including without limitation:
       1. all information, data, drawings, products, specifications, templates, formats, designs, displays, presentation (in whatever media or format including but not limited to audio-visual and any other media), documentation, software listings, source or object code or data files which the disclosing party may have provided and may from time to time provide to the receiving party relating to the Services, Software, System, Database and/or its support and other services;
       2. all other forms and types of confidential or non-public financial, business, scientific, technical, economic, marketing, engineering or system-related information, including patterns, plans, compilations, programs, devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, or know-how, and information concerning either party’s other internal business practices and/or actual or potential Subscribers, whether any of the foregoing is in tangible or intangible form, and whether or how stored, compiled or memorialised physically, electronically, graphically, photographically, or in writing;
       3. which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and/or
       4. identified by the disclosing party as confidential prior to or at the time of disclosure.
    2. Confidential Information does not include any information or material: (i) which is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) which is already known to the receiving party before disclosure by the disclosing party; (iii) which is independently developed by the disclosing party without use of or reference to the Confidential Information of the other; or (iv) which the receiving party rightfully receives from third parties without restriction as to use or disclosure.
    3. Each party will maintain all Confidential Information of the other in strict confidence and will not at any time or for any reason disclose any Confidential Information to any third-party without the disclosing party’s prior written consent. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement nor disclose any Confidential Information to any of its agents.
    4. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information if it is required to do so under any Applicable Law, rule, or regulation which requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advanced notice of the same as may be practicable or permitted in the circumstances of such disclosure.
11. Liability
    1. ABSOLUTE CAP ON LIABILITY. THE MAXIMUM, AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE SERVICES, SOFTWARE, SYSTEM, DATABASE, SUPPORT OR OTHER MATERIAL FURNISHED OR TO BE FURNISHED BY PROVIDER AND/OR ANY THIRD PARTY PROVIDER UNDER THIS AGREEMENT OR ANY SCHEDULES, INCLUDING BUT NOT LIMITED TO PROVIDER’S ENTIRE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY) AND INCLUDING MISREPRESENTATION OR OTHERWISE IN RESPECT OF ALL MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY THE SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICES, SOFTWARE, SUPPORT OR OTHER MATERIAL DURING THE PRECEDING 12 MONTH PERIOD.
    2. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT WILL PROVIDER BE LIABLE TO THE SUBSCRIBER, ANY AUTHORISED USER OR ANY OTHER PERSON DERIVING BENEFIT FROM SUBSCRIBER, OR ANY AUTHORISED USER FOR ANY INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF CONTRACTS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES, SOFTWARE, SYSTEM, DATABASE, SUPPORT OR OTHER MATERIAL, FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
    3. Basis of the Bargain; Failure of Essential Purpose. The Subscriber acknowledges that Provider has set its Subscription fees and charges and any other fees and prices and entered into this Agreement in reliance of the limitation of liability set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitation of liability specified in this Agreement will survive and apply even if the warranty disclaimer or any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein will limit Provider’s liability for its own willful acts or gross negligence.
    4. Neither party excludes liability for death or personal injury to the extent only that the same arises as a result of its own negligence.
12. Warranty
    1. In the event that the Subscriber discovers a material error which substantially affects the Subscriber's ability to use the Services and/or Software, System or Database and notifies Provider of the error within 30 days from the date of first access to the Services (the “Warranty Period”) Provider will at its sole option either use all reasonable endeavours to correct the erroneous part of the Services and/or Software, System or Database or (at its sole option) refund to the Subscriber the fee relating to the part of the Services (if not the whole) that does not comply with its specification of use PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Services and/or Software, System or Database not performed by Provider or caused by its incorrect use, abuse or corruption of the Services, Software, System or Database by the Subscriber.
    2. WARRANTY DISCLAIMER. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND BY PROVIDER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, SYSTEM, DATABASE, SUPPORT OR OTHER MATERIAL (IF ANY) ARE FURNISHED BY PROVIDER AND ACCEPTED BY THE SUBSCRIBER “AS IS”. ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY PROVIDER.
    3. INDEMNIFICATION DISCLAIMER. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, PROVIDER HAS NO INDEMNIFICATION OBLIGATIONS TO THE SUBSCRIBER WHETHER EXPRESS, IMPLIED OR STATUTORY AND THAT ANY SUCH INDEMNIFICATION OBLIGATIONS ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
13. Indemnity
    1. The Subscriber shall defend, indemnify and hold harmless Provider, its officers, directors and employees, agents and sub-contractors against (or with avoiding) any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber Data, Subscriber’s breach of this Agreement including but not limited to breach of the Provider website terms and conditions, Acceptable Use and Privacy provisions or infringement of Provider’s or third party patent, copyright, trade marks, database rights or other intellectual property rights.
14. Term and Termination
    1. The Terms of this Agreement will start on the Commencement Date and continue thereafter for so long as the Subscriber continues to pay the Subscription fees and charges or until or unless terminated by either party giving to the other [3 months] prior written notice or by notice in accordance with paragraph (b) below.
    2. Notwithstanding the Term of this Agreement, Provider may by notice in writing to the Subscriber terminate this Agreement immediately if either of the following events occur:
       1. The Subscriber is in breach of any term, condition or provision of this Agreement or required by the Applicable Law;
       2. The Provider determines that it is no longer commercially viable to provide the Services in which case the Provider will issue a refund of any fees relating to the date after the termination but other than this the Provider shall have no liability to the Subscriber.
    3. In any event of termination of this Agreement, the Subscriber consents to the Provider retaining Subscriber Data for a period of up to 5 years in order to Allow the Provider to continue to provide the Services in an uninterrupted manner should Subscriber subsequently elect to become a Subscriber again during this period. If during this period the Subscriber notifies the Provider in writing that it requires the Provider to delete any and all copies of the Subscriber Data the Provider shall do so as soon as possible and shall certify to the Subscriber in writing that such material has been destroyed.
    4. In any event of termination of this Agreement, the shall cease to access the Services and shall delete any and all copies of the Software it has and if requested by the Provider to do so shall certify to the Provider in writing that such material has been destroyed.
    5. Termination, howsoever or whenever occasioned will be subject to any rights and remedies the Parties may have under this Agreement or the Applicable law.
    6. Provider will be entitled to delete all Subscriber Data from its systems following 14 days of termination howsoever occurring.
    7. Clause 4, 8-14 and 23 will survive termination of this Agreement.
15. Assignment

    The Subscriber may not assign or otherwise transfer all or part of this Agreement, access to and/or use of the Services or the Software.

16. Third Party Rights

    A person who is not a party to this Agreement will not have any rights to enforce any term of this Agreement.

17. Force Majeure

    Neither Provider will be under any liability to the Subscriber in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Provider which will include (but will not be limited to) acts of God, perils of the sea or air, fire, flood, drought, plagues, pandemics such as the global disruption caused by Covid-19, similar health or welfare issues, explosion, sabotage, cyber security attack, accident, embargo, riot, acts of war (declared or undeclared), terrorism, civil commotion or lockdown, including acts, declarations or similar authoritative pronouncements by any local, national or international governments and/or parliamentary or other authorities; energy outage, communication/internet failure, work to rule, overtime bars, strikes and lockouts.

18. Waiver

    Failure or neglect by either party to enforce at any time any of the provisions hereof will not be construed nor will it be deemed to be a waiver of such party’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice either party’s rights to take subsequent action.

19. Headings

    The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

20. Severability

    In the event that any of these terms, conditions or provisions will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by the Applicable Law.

21. Notices

    All notices to or by the respective parties to this Agreement will be in writing in the English language and addressed to the registered of the Provider and to the address from time to time provided by the Subscriber or to such other contact, address or email address as the respective parties hereto may hereafter specify to the other in writing.

    Notices will be deemed to have been duly given in the following circumstances: (i) if delivered by hand to the above recipient contact, on the day of delivery, (ii) if posted/mailed by recorded delivery post/mail (or air mail if appropriate to the location of the parties), it will be deemed received on the 5th working day following posting/mailing, (iii) if sent by email it will be deemed received on the first working day following such sending, provable by a valid confirmed email from that contact party or email acknowledgement that the email has been opened/received.

22. Entire Agreement and Amendments

    This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to this Agreement, and constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment to, or modification of, this Agreement shall be effective unless it is in writing and signed by, and on behalf, of both parties.

23. Applicable Law

    The parties hereby agree that this Agreement shall be construed in accordance with English Law.