Terms & conditions.

Terms and Conditions (v1. Effective 01.01.2019 – 30.01.2020)

This Agreement (together with the PandaDoc, the terms of which shall be incorporated into the Agreement) tells you (the “Customer”) information about us Contracts Advance Limited a company registered in England and Wales under company number 06258133 and with our registered office at 23 Gay Street, Offices 1&2, Bath, BA1 2PD (the “Supplier”) and sets out the legal terms and conditions on which we supply the Services (as defined below) to you.

You should print a copy of these terms for future reference.

1. Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.

Authorised Users: those employees of the Customer who are authorised by the Customer to use the Services, as further described in clause 3.2.

Business Day: any day which is not a Saturday, Sunday or public holiday in England.

Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

PandaDoc: means the document signed by the Customer agreeing to purchase the Services from the Supplier.

Effective Date: the date as provided for at clause 2.2.

Initial Subscription Term: the initial term of this Agreement as set out in the PandaDoc.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Renewal Period: the period described in clause 12.1.

Services: the subscription services provided by the Supplier to the Customer under this Agreement via the Website or any other website notified to the Customer by the Supplier from time to time, as more particularly described on the Website.

Subscription Fees: the subscription fee payable by the Customer to the Supplier as set out in the PandaDoc.

Subscription Term: has the meaning given in clause 12.1.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this Agreement.

Website: the website at contractsadvance.co.uk

1.1   A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.2   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.3   Words in the singular shall include the plural and vice versa.

1.4   A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5   A reference to writing or written includes faxes but not e-mail.

2. Basis of Contract

2.1   The submission of this form constitutes an offer by the Customer to purchase the Services in accordance with the terms and conditions set out herein.

2.2.  The Supplier will provide the Services as part of the Customers subscription option via personalised access to a secure area of the Website using a unique user-name and password. Under the Electronic Commerce (EC Directive) Regulations 2002, the Customer is deemed to have entered into a subscription agreement with the Supplier (and agree to be bound by the terms and conditions set out in this Agreement) when it has submitted a completed PandaDoc and been provided with an activation email (to include a username and password) by our client care team (Effective Date).

2.3.  The terms of this Agreement constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in this Agreement.

3. User Subscriptions

3.1     Subject to the Customer purchasing the User Subscriptions in accordance with clause 4 and clause 9.1, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.

3.2    In relation to the Authorised Users, the Customer undertakes that:

a)   it shall not disclose the user information (including but not limited to username and login information) to anyone outside of its immediate business (as defined in the PandaDoc) including any subsidiary company, holding company, any other group company or any business or division that shares the Customer’s trading name (or similar) and acknowledges that the right to access or use the Services is limited to the Authorised User being those direct employees of the Customer;

b)  it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;

c)  it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

d)   if any of the audits referred to in clause 3.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

e)   if any of the audits referred to in clause 3.2(c) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment at the relevant rates applicable at the relevant time within 10 Business Days of the date of the relevant audit.

3.3    The Customer shall not:

a)   except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

i.   and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website and/or its content (as applicable) in any form or media or by any means; or

ii.   attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or

b)   access all or any part of the Services in order to build a product or service which competes with the Services and/or the Website; or

c)   use the Services and/or Website to provide services to third parties; or

d)   subject to clause 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Website available to any third party except the Authorised Users, or

e)   attempt to obtain, or assist third parties in obtaining, access to the Services and/or Website, other than as provided under this clause 3.

3.4    The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Website and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3.5     The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless specifically agreed in the PandaDoc or in advance in writing by the Supplier.

4. Additional User Subscriptions

4.1     Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 3.2 and the Supplier shall grant access to the Services and the Website to such additional Authorised Users in accordance with the provisions of this Agreement.

4.2    If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or disapproval of the request.

4.3    If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions at the relevant rates applicable at the relevant time and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

5. Services

5.1     The Supplier shall, during the Subscription Term, provide the Services and make available the Website to the Customer on and subject to the terms of this Agreement.

5.2    The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance performed outside Normal Business Hours. The Supplier will use reasonable endeavours to give the Customer as much advance notice as it can.

5.3    The Supplier does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Website and/or the information obtained by the Customer through the Services will meet the Customer’s requirements.

5.4    Any reference to a linked site or any specific contract by name does not constitute or imply its endorsement by the Supplier, and the Customer assumes all risk with respect to its dealings with such parties. Under no circumstances shall the Supplier, nor its directors, employees, affiliates, agents, and suppliers, be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential, or other damages (including without limitation lost profits, lost revenues, or similar economic loss), whether in contract, tort, or otherwise, arising out of the use or inability to use the Services or the materials available on the Website or any linked site, nor for any claim by a third party.

5.5    This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6. Customer Data

The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available on the Website or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

7. Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third- party websites and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. Customer’s Obligations:

The Customer shall:

a)    comply with all applicable laws and regulations with respect to its activities under this Agreement;

b)    carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;

c)    ensure that the Authorised Users use the Services and the Website in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

9. Charges & Payment

9.1     The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.

9.2    The Customer shall on submitting a completed PandaDoc and, when paying via credit card, provide to the Supplier valid, up-to-date and complete credit card details and the Customer hereby authorises the Supplier to bill such credit card:

i.    on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

ii.    subject to clause 12.1, on the first day of each Renewal Period for the Subscription Fees payable in respect of the next Renewal Period;

9.3    All amounts and fees stated or referred to in this Agreement:

a)    shall be payable in pounds sterling;

b)    are, subject to clause 11.4(b), non-cancellable and non-refundable;

c)    are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.

9.4   The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 4.3 at the start of each Renewal Period upon 60 days’ prior notice to the Customer and the definition of Subscription Fees shall be deemed to have been amended accordingly.

9.5   All Invoices for Subscriptions are due for payment 30 days from invoice date, unless otherwise agreed by CA in writing. Payment will be deemed to be late if payment is still outstanding after this default credit period of 30 days.

9.6    Failure to make full payment within 90 days of invoice date, or failure to make instalment payments as agreed in writing with CA, will result in the service being suspended until payment is made. This does not affect CA’s right to collect full payment for the Subscription Fee. Should the service be resumed, the period of time for which the Subscription has been suspended will not be added to the Subscription period.

9.7    Under the terms of The Late Payment of Commercial Debts (Interest) Act 1998, CA retains the right to charge interest on overdue accounts. The interest on overdue bills is calculated at the rate of 2.5% above the Bank of England base reference rate. Purchasers cannot contract out of late payment legislation.

10. Proprietary Rights

10.1    The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Website. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Website.

10.2   The Supplier confirms that it has all the rights in relation to the Services and the Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Limitation of Liability

11.1     This clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

a)    any breach of this Agreement;

b)    any use made by the Customer of the Services and Website or any part of them; and

c)    any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2    Except as expressly and specifically provided in this Agreement:

a)    the Customer assumes sole responsibility for results obtained from the use of the Services and the Website by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information provided to the Supplier by the Customer in connection with the Services or on the Website;

b)    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 this Agreement; and

c)    the Services and the Website are provided to the Customer on an “as is” basis.

11.3    Nothing in this Agreement excludes the liability of the Supplier:

a)    for death or personal injury caused by the Supplier’s negligence; or

b)    for fraud or fraudulent misrepresentation.

11.4    Subject to clause 11.2 and clause 11.3:

a)    the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

b)    the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

12. Term & Termination

12.1    This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and any Renewal Period thereafter (being the renewal period and terms to be agreed between the parties during the final 60 days of the Initial Subscription Term or relevant Renewal Period, the details of which shall be included in an invoice to be supplied by the Supplier to the Customer at the end of the Initial Subscription Term and paid by the Customer within 30 days of receipt) (Renewal Period) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2   Without prejudice to any other rights or remedies to which the Supplier may be entitled, the Supplier may terminate this Agreement without liability to the Customer if:

a)    the Customer commits a breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified in writing of the breach; or

b)    an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order in relation to the Customer; or

c)    an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

d)    a receiver is appointed of any of the Customer’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer’s assets; or

e)    the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

f)    the Customer ceases, or threatens to cease, to trade; or

g)    there is a Change of Control of the Customer within the meaning of section 1124 of the Corporation Tax Act 2010; or

h)    the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

12.3   If at any time during the first 6 months of the Initial Subscription Term, the Customer wishes to terminate this Agreement, they may do so by giving the Supplier not less than 1 months’ notice in writing (Termination Notice). In the case only of a termination pursuant to this clause 12.3, the Supplier will reimburse the Customer on a prorate basis for any full month unused in respect of the Initial Subscription Term from the date of expiry of the Termination Notice to the end of the Initial Subscription Term and shall pay such sum within 30 days of the expiry of the Termination Notice.

12.4   On termination of this Agreement for any reason:

a)    all licences granted under this Agreement shall immediately terminate;

b)    the Customer shall make no further use of any property, and other items (and all copies of them) belonging to the Supplier; and

c)    the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

13. Force Majeure

The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Waiver

14.1    A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

14.2    Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

15. Severance

15.1    If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2   If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. Assignment

16.1    The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.2    The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

17. Third Party Rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. Notices

18.1    Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number as set out on the Website in the case of the Supplier or in the case of the Customer as set out on the subscription form submitted by the Customer.

18.2    Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

18.3    This clause 18 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.

19. Governing Law & Jurisdiction

19.1    This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

19.2   The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).