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Home >
Terms
and Conditions > UK Charity Disc |
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For your convenience, please find
the terms and conditions for usage for the "UK
Charity Disc" published by Fairlie Communications
Limited trading as Meridian Delta. |
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License Agreement
IMPORTANT! This agreement sets out the terms and conditions (the "Agreement") which govern your use of the
"UK Charity Disc" (hereinafter referred to
as the "Product") as defined below. Please read this Agreement carefully before entering the Site or subscribing to or making use of the Product. You may wish to retain this Agreement for your future reference.
The Product is not sold; it is licensed. The Product is and remains the property of the Fairlie Communications Ltd (referred to as 'the Company' in this agreement) and is protected by copyright laws and international copyright treaties.
By breaking the seal on the Product packaging (the lip
of paper that closes the wallet), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not
break the seal on the Product packaging but return it to
us within three (3) days for a full refund.
If there are any changes in time to these terms and
conditions, the version placed at this web address will
supercede the terms and conditions on the UK Charity
Disc on the date you placed your order.
1. Definitions
In this Agreement the following words and expressions shall have the following meanings:
"Annual License Renewal" means the latest version of the Product or any part of it;
"Annual License Renewal Fee" means the annual license renewal fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;
"Authorised User" shall mean any individual who is employed or engaged under contract as part of your staff, whether on a temporary, permanent, or visiting basis and whom you wish to authorise to have access to the Product or any part thereof;
"Bureau Services" shall mean all services operated by the Licensee in respect of the processing of information or data which is owned or controlled by another person, company, organisation or body, including (without limitation) companies in the same group as the Licensee or any other associated organisation.
"Computer" means any computer, terminal or workstation owned or used by you;
"Effective Date" means the date of commencement of this License, this being when you accept the terms of this License when prompted by the installation program as to whether you agree with its terms;
"Initial License Period" means the period of twelve months from the Effective Date or such other period as may be notified by the Company to you in the License Certificate or otherwise;
"Insolvency" means in respect a Licensee the presentation of a petition for winding-up, bankruptcy, or administration or the convening of a meeting for the purpose of considering the same, the convening by the Licensee of a meeting of its creditors, or the appointment of a trustee, receiver, administrative receiver or similar officer in respect of all or any part of the business and assets of the Licensee;
"Intellectual Property" means the text, graphics, images and other material, and the organisation thereof and trademarks, software, copyrights, patents, trade secrets, processes and methods, know-how and other intellectual property rights embodied in or incorporated in the Product, and any tangible copies and expressions thereof;
"License" means the license granted to you pursuant to this Agreement;
"Licensed Computer" means the Computer on which the Product may be installed pursuant to this Agreement;
"License Period" means the Initial License Period and thereafter whilst this Agreement is continuing;
"Network" means any electronic communication between two or more computer terminals linked together through computer software and/or telecommunication satellite cable or broadcasting services or through any other medium now known or hereinafter invented;
"Person" means any person, firm, company, institution, organisation or other legal entity throughout the world;
"Product" means the product(s) Licensed by the Company pursuant to this Agreement and shall include all computer software, the
non-CC data supplied with it, any associated media, electronic documentation and printed materials and if applicable any Site;
"Product Update" means an updated version of the Product or any part of it;
"Program License Fee" means the fee payable by you to the Company in respect to the Product from time to time;
"Site" means any website supporting the Product;
"you" or "your" means the Licensee means the licensee under this Agreement.;
2. Grant of License:
2.1 The Company hereby grants to you the non-exclusive right for the License Period to install one copy of the Product on one Computer only on the terms and subject to the conditions set out in this Agreement. The Product may not be accessed and used or shared between or in any way accessed and used from, either on or off Network, any Computers, other than the Licensed Computer irrespective of whether such access or use is concurrent.
2.2 If you intend to install, use or access the Product on or from more than the number of Licensed Computer or to share the Product between or in any way access it from, either on or off Network, more than the Licensed Computer then separate License Agreement(s) relating to the number of such other Computers intended to carry the Product or any part thereof must first be entered into with the Company.
2.3 The Company shall be entitled to sell or grant Licenses of the Product or any part thereof to any Person and nothing herein contained shall prevent the Company from compiling contributing to, publishing, marketing or licensing any other product in any way similar to the Product.
2.4 You shall have the right to load and store the Product on the Licensed Computer only and subject to the provisions of this Agreement to give access from the Licensed Computer to the Product only to Authorised Users.
3. License Fees
3.1 In consideration of the License granted to you under this Agreement you will pay to the Company the Program License Fee, the First Year Data License Fee and on each Annual License Renewal the Annual License Renewal Fee(s) in each case at the Company's prevailing price for such fees in respect of the Product from time to time. Subscription
to the service is opt-in and not recurring - ie, we will
only take payment for further orders with your expressed
permission and we will not bill on a recurring, annual
basis automatically.
4. Your Obligations
You shall not:
(i) transfer the Product from the Computer it was originally installed on or load it on to any other Computer without having made a prior written request of the Company for permission to do so which permission may be refused in the Company's absolute discretion;
(ii) reverse engineer, decompile or disassemble the Product in any way;
(iii) separate the component parts of the Product for use on more than one Computer;
(iv) retain or make any copies of the Product other than the Product as provided to you by the Company pursuant to the terms of this Agreement and for a copy to be used for back-up purposes only;
(v) without prejudice to the generality of the foregoing, do anything with the Product which is in breach of or otherwise inconsistent with the moral rights of the Company;
(vi) post or transmit through the Product or the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law, or which, without the Company's express prior approval, contains advertising or any solicitation with respect to products or Products; or take any action which the Company in its absolute discretion considers will restrict or inhibits any other Person from using or enjoying the Product.
(vii) Provide Bureau Services using any part of the data contained within the Product.
(viii) Provide a product or service using data contained within this Product to third parties.
5. Product Updates, Renewals and Support
5.1 For the duration of the Initial License Period, the company will supply applicable updates for TPS, FPS, and MPS purposes
6. Access to the Product
6.1 This clause 6 shall apply where access to the Product and any Site is by means of HTML requests across the internet.
6.2 If you have not received a serial number and password from the Company after subscribing to the Product, you may not use the Site. You agree that you will not at any time disclose, transfer or permit any other person to use your serial number and password. You are responsible for taking all reasonable steps to ensure that no unauthorised person shall have access to your serial number and password. It is your sole responsibility to:
(i) control the dissemination and use of serial number and password;
(ii) authorise, monitor and control access to and use of your account and serial number and password; and
(iii) promptly notify the Company of any need to reset or deactivate your serial number and password.
The Company reserves the right to freeze or terminate accounts that do not conform to these requirements.
7. Duration of Agreement
7.1 This Agreement shall commence on the Effective Date and shall remain in effect for the Initial License Period and thereafter unless terminated in accordance with this Agreement. In the event this Agreement is not renewed this Agreement shall terminate at the end of the Initial License Period or the relevant anniversary of it.
7.2 At the end of the Initial License Period and at each anniversary of the Effective Date this Agreement shall automatically renew for 12 months unless you shall previously have given written notice, to the Company at least one month but not more than three months prior to the expiration of the Initial License Period or each subsequent anniversary of the Effective Date of your intention not to renew the Agreement.
7.3 The Company shall have the right to immediately terminate this Agreement in the event of any conduct by you which the Company, in its sole discretion, considers to be unacceptable, or pursuant to clause 8 below or in the event of your breach of this Agreement or your Insolvency.
7.4 In the event this Agreement shall terminate for any reason whatsoever you shall return the Product to the Company and you shall also delete or cause to be deleted the Product from any and all computer-readable versions and shall provide the Company with a certificate attesting to such deletion.
8. Discontinuation of Product
8.1 The Company shall have the right at any time, without notice, to change, suspend, discontinue, withhold or refuse access to any aspect or feature of the Product or the Site, including, but not limited to, content, hours of availability and equipment and software needed for access or use. The Company may also impose limits on certain features and Products or restrict your access to parts or the entire Product or Site without notice or liability on its part.
8.2 The Company reserves the right at any time to withdraw the Product or any part thereof or terminate this Agreement if the Company ceases, for whatever reason, or no longer retains the right to License the Product or any part thereof, or if, in the Company's sole discretion and on reasonable grounds believes that the Product or any part thereof contains any material which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The Company will in event of such withdrawal give written notice to you and you shall, on receipt of such notice, immediately comply with any of the Company's reasonable instructions with respect to such withdrawn Product.
8.3 Should the Company permanently or for a continuous period of seven days or more withdraw the Product or the Site or terminate this Agreement pursuant to clauses 8.1 or 8.2, a refund of any of the fees paid pursuant to this Agreement will be refunded pro rata to you.
8.4 The Company may at its sole discretion at any time and without warning withdraw from you or withhold the Product to you or terminate this Agreement if your activities are considered by the Company in its absolute discretion to be inappropriate or unlawful.
9. Marketing
The Company may wish to identify you in its marketing materials as a subscriber or licensee of the Product. Your use of the Product indicates our permission for the Company to use your personal data in this manner unless you notify the Company otherwise, in writing, within five business days of the date of the License.
10. Variation of Terms of Agreement and Information
The Company shall have the right at any time to change or modify the terms of this Agreement and the terms and conditions applicable to your use of the Product, or any part thereof, or to impose new conditions, including, but not limited to, changing fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon the Company giving notice thereof (save where otherwise specifically provided in this Agreement), which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Your continued use of the Product or the Site after such notice shall be deemed to constitute acceptance of such changes, modifications or additions.
11. Privacy Policy and Public Communications
You acknowledge and agree that any communications made to or by means of any portion of the Site are public. You acknowledge that:
(i) you have no expectation of privacy in any communication; and
(ii) no confidential, fiduciary, contractually implied or other relationship is created between you and the Company by reason of your transmitting a communication to any area of the Site or through the Product.
12. Intellectual Property and Ownership
12.1 The Product is the property of the Company or the subject of a license to the Company and is protected by copyright and other intellectual property laws. It is expressly understood and agreed that all of the Intellectual Property is and will continue to be the exclusive property of the Company and/or its suppliers and/or its associated companies or entities. By using the Product and accessing the Intellectual Property, you agree that you will not take any action inconsistent with the Company's or its suppliers' or associated companies or entities' ownership rights and that you will abide by the copyright law and all other applicable international laws in general and the laws of the Isle of Man in specific with respect to such Intellectual Property. Details of the copyright to which the Product is subject is set out on the License Certificate.
12.2 You shall take all necessary measures to safeguard the Intellectual Property and proprietary rights of the Company and its suppliers and associated companies and entities in the Product and without prejudice to the generality of the foregoing shall ensure that:
(i) each and every part of the Product used by you or any Authorised User in accordance with the License shall be clearly identified as being an extract of the Product;
(ii) you will keep the License Certificate confidential and divulge it only to Authorised Users;
(iii) you use your best efforts to ensure that Authorised Users abide by the terms and conditions of this Agreement and in particular but without limitation do not reproduce, redistribute, retransmit, publish or republish or otherwise commercially or in any other way exploit the Product save only as permitted under the terms of this Agreement;
(iv) you monitor compliance by each Authorised User with the terms of this Agreement and immediately on becoming aware of any unauthorised use by an Authorised User of the Product or any part thereof or other breach of this Agreement take all reasonable steps both to ensure that such Authorised User ceases such activity and to prevent any recurrence of it including where necessary by terminating that Authorised User's access to the Product or any part thereof;
(v) you use your best efforts to ensure that only Authorised Users are permitted access to and use of the Product;
(vi) you maintain all copyright notices relating to the Product on all copies of or on any part of the Product held under your control; and
(vii) comply with all applicable law as it relates to the use or access of the Product.
12.3 Unless expressly agreed by the Company you shall not:
(i) alter, modify, delete, conceal, obscure, remove or otherwise tamper with the trade marks, trade names, numbers, copyright or other proprietary legends or designations of origin or other means of identification notices or disclaimers used on or in relation to the Product from time to time;
(ii) do, or authorise any Authorised User or other Person to do any act which would or might invalidate or be inconsistent with any Intellectual Property of the Company in the Product and shall not omit or authorise any third party to omit or do any act which by its omission would have that effect or character.
13. Use of Content, Copyright and License to Download Material
The Company owns the copyright or has had Licensed to it all Intellectual Property, and unauthorised copying of any Intellectual Property is prohibited. Subject to this Agreement, the Company grants to you, whilst your subscription to the Product subsists, a limited License to download the Product, data files, installation software, example and instruction pages and web building templates for the sole purpose of enabling you to make use of the Product in accordance with this Agreement and where applicable have access to the Site. No other licensing rights are granted.
14. Warranties
14.1 The Company warrants that it has the right to license the rights granted to you under this Agreement and that the Product will perform substantially in accordance with the description of the Product provided to you for a period of 90 days from the date of receipt of the Product by you. No other warranties are given by the Company.
14.2 The Company's (and its agents, employees, suppliers' and/or any other third party associated with or in the employ of the Company) total liability under this Agreement, if any, will be limited to the equivalent of one month's fees paid up by you for the Product.
14.3 The warranties set out in this clause 14 are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, course of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
15. Customer Acknowledgements
YOU EXPRESSLY AGREE THAT:
(i) use of the Product and the Site is at your sole risk. The Company does not warrant that Product or the Site will be uninterrupted or error free;
(ii) although the Company has attempted to provide accurate information on the Product to you, the Company does not assume any responsibility for, or make any representation with respect to the accuracy or completeness of such information;
(iii) the Product or Site is provided "AS IS," and the Company expressly disclaims any implied or expressed warranties or conditions of any kind (except for the warranty provided in clause 14 above), including warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property relating to such Product.;
(iv) you specifically acknowledge that the Company is and will not be liable for any defamatory, offensive or illegal conduct by you or other third party as it relates to the Site and the Product;
(v) the Company and its associated companies and entities, suppliers and agents shall not be liable for any infection by any virus or damage to any computer that results from the use, access to the Product or the Site or downloads of any Intellectual Property therefrom;
(vi) the Company shall not be liable or responsible for any loss or damage caused in whole or in part by the occurrence of any contingency beyond the control of the Company, including but not limited to fires, civil unrest, riots, rebellions, accidents, explosions, interruptions or imperfections in telephone cables or computer systems, network or internet disruptions, electrical disturbances, power failures, satellite malfunctions or interruptions, floods, storms or any similar act or act of God;
(vii) in no event shall the Company its associated companies and entities, suppliers or agents be liable for any damages whatsoever, including (without limitation, special, indirect, consequential or accidental damages, including, without limitation, damages resulting from the use or reliance on the information presented, loss of profits or revenues or cost of replacement of goods save as provided in clause 14 above;
(viii) compliance with data protection laws applying in any jurisdiction where the Product is used by you or otherwise applying to you shall be your sole responsibility and you hereby warrant to the Company that you have and will comply with all such data protection laws in connection with your use of the Product;
(ix) you will provide the Company with all information reasonably requested by it within 7 days of a request by the Company requesting such information and on request provide facilities to the Company during business hours to inspect at your premises any records, documents and Computers in each case for the purpose only of ensuring your compliance with the terms of this Agreement;
16. Severability
If any part of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, it shall to that extent be severed from the remainder of the Agreement, which shall continue to be valid and enforceable.
17. Indemnification
You agree to defend, indemnify and hold harmless the Company, its associated companies and entities, its suppliers and their respective officers, and agents and/or any other third party associated with or in the employ of the Company or such other Person from and against all claims and expenses, including legal fees, arising out of your use of the Product and the Site or any use made of your account with the Company.
18. Transfer
You may only transfer, assign sub-License or otherwise deal with the License granted under this Agreement if you have obtained the Company's express written consent which may be refused in the absolute discretion of the Company. The Company may transfer or assign this agreement in its absolute discretion.
19. Applicable Laws
19.1 The terms of this Agreement are governed by English Law.
19.2 You agree to the exclusive jurisdiction of English courts in relation to any dispute, which may arise under this Agreement.
20. Confidentiality
You shall during the term of this Agreement and thereafter keep and procure that your employees, contractors and agents keep secret and confidential all business, technical and commercial information concerning the Company and the Products that you have received or obtained as a result of the entering into of this Agreement save for information which is trivial or obvious or which enters into the public domain other than as a result of a breach of this clause.
21. Additional provisions applicable to Names & Numbers Products
21.1 It is a further condition of this Agreement that you agree that:
(i) you will follow the following codes of practice when contacting people by telephone using records obtained from the Product:
(a) never call a person who has registered with the TPS or an Organisation registered with the CTPS;
(b) always identify yourself clearly;
(c) never withhold your own Caller Line Identity;
(d) never adopt a menacing or annoying manner;
(e) remain polite, respectful and never use profanities or bad language;
(f) immediately end a call when requested to do so;
(g) always respect a request not to be contacted again;
(h) never telephone during unsocial hours (i.e never call a private residence before 10a.m (11a.m at weekends or holidays) or after 10p.m.)
21.2 The Mailing Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3310 or http://www.mpsonline.org.uk and the Telephone Preference Service and Corporate Telephone Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3320 or http://www.tpsonline.org.uk.
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