Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our Sure Steer platform and services. You will be asked to agree to these terms and conditions before becoming a customer.
You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.
These terms and conditions are available in the English language only.
If you have any questions or complaints about our services, please contact us by writing to Sure Steer, D. S. King Computers Ltd, Shepherds Hay, Hollist Lane, Easebourne, Midhurst, West Sussex, GU29 9AD or by email to firstname.lastname@example.org.
1. Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules) and the Statement of Services, and any amendments to the Agreement from time to time;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 London time on a Business Day;
“Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the customer specified in the Statement of Services;
“Customer Confidential Information” means
(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
(b) the Customer Materials;
“Customer Materials” all works and materials:
(a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and
(b) otherwise provided by the Customer to the Provider in connection with the Agreement;
“Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
(a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, suppliers or sub-contractors; or
(b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Statement of Services;
“Documentation” means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used;
“Effective Date” means the date that the Agreement comes into force as specified in Clause 2;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period specified as such in the Statement of Services;
“Permitted Purpose” means the entering or up loading of customer materials in relation to the Customers projects and services;
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Platform” means the software platform collectively known as Sure steer, including but not limited to Sure Budget, that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement;
“Provider” means D. S. King Computers Ltd, a company incorporated in England and Wales (registration number 3002185) having its registered office at Shepherds Hay, Hollist Lane, Easeboune, Midhurst, West Sussex, GU29 9AD;
“Schedule” means a schedule attached to the Agreement;
“Services” means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services;
“Statement of Services” means the online document made available by the Provider to the Customer during the order process that specifies the identity of the Customer, and other matters relating to the Agreement;
“Support Services” means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule 1;
“Term” means the term of the Agreement; and
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
2. Agreement and Term
2.1 The advertising of the Platform and the Services on the Provider’s website constitutes an “invitation to treat”; and the Customer’s order for the Platform and the Services constitutes a contractual offer. No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer’s order in accordance with the procedure detailed in this Clause 2.2.
2.2 In order to enter into the Agreement, the Customer must take the following steps: (i) the Customer must select the Platform from the menu; (ii) the Customer must then create an account with the Provider’s website and confirm they have read and agree to these Terms and Conditions and Agreement; (iii) the Provider will send via email an acknowledgement, Statement of Services and account details; (iv) the customer must log in to their account; (v) once the Customer is logged in, the Customer may use this application in accordance with these Terms and Conditions for a Trial Period as defined in Clause 6;
2.3 The Customer can place its order at any time during the trial period and up to 30 days after the period has ended by taking the following steps: (i) the Customer must go to “my account” menu option; (ii) the Customer will have the opportunity of identifying whether any input errors have been made, correct them and saving before placing the order; (iii) the Customer may choose payment option and associated Agreement Term of 30 days; (iv) the Customer will then be able to submit its payment by credit or debit card; (v) after payment has been submitted, the Provider will send to the Customer an initial acknowledgement; and (vi) once the Provider has attempted to verify the identity, credit-worthiness and bona fides of the Customer, the Provider will either send the Customer an order confirmation (at which point the Agreement will come into force) or the Provider will confirm to the Customer that the Provider does not accept the Customer’s offer (in which case the Customer will be refunded the full amount paid to the Provider).
2.4 Once in force, the Agreement will continue in force until the end of the Agreement Term, upon which it will automatically renew for the same Agreement Term and indefinitely thereafter, unless terminated earlier in accordance with Clause 13.
3. The Platform
3.1 The Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Platform may only be used by the named users identified in the Statement of Services, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;
(b) the Platform must not be used at any point in time by more than the number of concurrent users specified in the Statement of Services, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein;
(c) the Platform may only be used by the employees, agents and sub-contractors of the Customer and:
(i) where the Customer is a company, the Customer’s officers;
(ii) where the Customer is a partnership, the Customer’s partners; and
(iii) where the Customer is a limited liability partnership, the Customer’s members;
(d) the Customer must comply at all times with the terms of the acceptable use policy set out in Schedule 2, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy.
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;
(b) the Customer must not frame or otherwise re-publish or re-distribute the Platform;
(c) the Customer must not alter or adapt or edit the Platform.
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.7 The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer’s account.
3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.9 The Customer must not use the Platform:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4. Support Services and Upgrades
4.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule 1.
4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
5. Customer Materials
5.1 The Customer grants to the Provider during the Term a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
5.2 Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
5.3 The Customer warrants to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
(a) breach any laws, statutes, regulations or legally-binding codes;
(b) infringe any person’s Intellectual Property Rights or other legal rights; or
(c) give rise to any cause of action against the Provider or the Customer or any third party,
in each case in any jurisdiction and under any applicable law / in England and Wales and under English law.
5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may:
(a) delete or amend the relevant Customer Materials; and/or
(b) suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.
5.5 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause 13.
6. Trial period
The first 30 days of the Term shall be a trial period, during which all of the provisions of this Agreement shall apply, save as follows:
(a) the Customer shall have no obligation to pay the Charges in respect of the trial period;
(b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise); and
(c) the Customer may terminate the Agreement at the end of the Trial period by not selecting payment and Agreement terms during or at the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise).
7.1 The Customer will pay the Charges to the Provider up front before access will be granted following the end of any Trial Period defined in Clause 6.
7.2 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts.
7.3 Charges must be paid by Credit or Debit Card using such payment details as are notified by the Provider to the Customer.
7.4 If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may suspend access to all or part of the Platform
7.5 The Provider may vary the Charges payable on and from 1 January by giving to the Customer not less than 90 days’ written notice of the variation.
7.6 The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue by more than 30 days.
8.1 The Customer warrants to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
8.2 The Provider warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill;
(c) that the Platform will perform in accordance with the Documentation (subject to any Upgrades);
(d) that the Platform will be hosted in accordance with the requirements set out in the Statement of Services, and will be available to the Customer in accordance with the uptime commitments given in Schedule 1;
(e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not:
(i) breach any laws, statutes, regulations or legally-binding codes;
(ii) infringe any person’s Intellectual Property Rights or other legal rights; or
(iii) give rise to any cause of action against the Provider or the Customer or any third party,
in each case in England and Wales and under English law; and
(f) the Platform is and will remain free from viruses and other malicious software programs.
8.3 The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
(b) the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in the Statement of Services; and
(c) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
8.4 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
9.1 The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 5.3.
9.2 The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Customer and arising as a result of any breach by the Provider of Clause 8.2(e).
10. Limitations and exclusions of liability
10.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:
(a) are subject to Clause 10.1;
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
10.3 The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
10.4 The Provider will not be liable for any loss of business, contracts or commercial opportunities.
10.5 The Provider will not be liable for any loss of or damage to goodwill or reputation.
10.6 The Provider will not be liable in respect of any loss or corruption of any data, database or software.
10.7 The Provider will not be liable in respect of any special, indirect or consequential loss or damage.
10.8 Neither party will be liable for any losses arising out of a Force Majeure Event.
10.9 The Provider’s liability in relation to any event or series of related events will not exceed the greater of:
(a) £25.00 + VAT at UK rate; and
(b) the total amount paid and payable by the Customer to the Provider under the current Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.
10.10 The Provider’s aggregate liability under the Agreement and any collateral contracts will not exceed the greater of:
(a) £25.00 + VAT at UK rate; and
(b) the total amount paid and payable by the Customer to the Provider under the current Agreement.
11. Data protection
11.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
11.2 The Provider warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.
12.1 The Provider will:
(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 12;
(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
(c) without prejudice to the generality of Clause 12.1(b), deploy and maintain the security systems and technologies detailed in the Statement of Services in relation to the Customer Confidential Information held on the Platform.
12.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
12.3 The obligations set out in this Clause 12 shall not apply to:
(a) Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer;
(c) Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.
13.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any breach of any term of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
13.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
13.3 Either party may terminate the Agreement by giving at least 30 days’ written notice of termination to the other party, expiring at any time after the end of the Minimum Term.
13.4 If the Customer stops or makes a good faith decision to stop operating the Platform generally and ceases future subscription renewals, then the Provider may terminate the Agreement by giving at least 30 days’ written notice of termination to the Customer.
13.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.
14. Effects of termination
14.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.4, 9, 10, 12, 14 and 17.
14.2 Termination of the Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.
14.3 Subject to Clause 14.4, within 30 days following the termination of the Agreement, the Provider will:
(a) irrevocably delete from the Platform all Customer Confidential Information; and
(b) irrevocably delete from its other computer systems all Customer Confidential Information, and return to the Customer or dispose of as the Customer may instruct all documents and materials containing Customer Confidential Information.
14.4 The Provider may retain any document (including any electronic document) containing the Customer Confidential Information after the termination of the Agreement if:
(a) the Provider is obliged to retain such document by any law or regulation or other rule enforceable against the Provider; or
(b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to the Provider.
15.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post or email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).
The Provider: Sure Steer, D. S. King Computers Ltd, Shepherds Hay, Hollist Lane, Easebourne, Midhurst, West Sussex, GU29 9AD.
The Customer: The addressee, address and email set out in the Statement of Services.
15.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and
(c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
16. Force Majeure Event
16.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
16.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
17.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
17.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
17.4 The Customer hereby agrees that the Provider may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time.
17.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
17.6 Subject to Clause 10.1:
(a) the Agreement and the acceptable use policy referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
17.7 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
Service Level Agreement
1.1 In this Schedule:
“New Functionality” means new functionality that is introduced to the Platform by an Upgrade; and
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2.1 The Provider will make available, during Business Hours, a telephone and email helpdesk facility for the purposes of:
(a) assisting the Customer with the configuration of the Platform;
(b) assisting the Customer with the proper use of the Platform; and/or
(c) determining the causes of errors and fixing errors in the Platform.
2.2 The Customer must make all requests for Support Services through the helpdesk, and all such requests must include at least the following information: Contact Name, Company Name, Contact Number and eMail address.
3. Response and resolution times
3.1 The Provider will:
(a) use reasonable endeavours to respond to requests for Support Services made through the helpdesk; and
(b) use reasonable endeavours to resolve issues raised by the Customer,
3.2 The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.
3.3 All Support Services will be provided remotely.
4. Limits on Support Services
4.1 Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3) during any 30 day period exceed 4 hours, then:
(a) the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that
(b) the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at the Provider’s standard hourly rate from time to time.
4.2 The Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:
(a) the improper use of the Platform; or
(b) the use of the Platform otherwise than in accordance with the Documentation.
5.1 The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 5.2, result in changes the appearance and/or functionality of the Platform.
5.2 No Upgrade shall disable, delete or significantly impair the Protected Functionality.
5.3 The Provider will give to the Customer reasonable prior written notice of the application of any significant Upgrade to the Platform.
5.4 The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade, save where:
(a) the Upgrade introduces New Functionality to the Platform;
(b) that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
(c) access to or use of the New Functionality is chargeable to the customers of the Provider using the Platform generally; and
(d) any decision by the Customer not to pay the Charges for the New Functionality will not prejudice the Customer’s access to and use of the rest of the Platform.
6. Uptime commitment
6.1 The Provider shall use reasonable endeavours to ensure that the Platform is available 99% of the time during each calendar month, subject to Paragraph 8
6.2 In the event that, during a calendar month entirely within the Term, the Platform fails to meet the availability commitment set out in Paragraph 6.1 then the Provider shall issue service credits calculated in accordance with Paragraph 6.3 to the Customer, such whole service credits represent 1 day, to be applied by the Provider to future renewal dates.
6.3 Subject to Paragraph 6.4, the services credits referred to in Paragraph 6.2 and due in respect of a calendar month shall be calculated as follows:
Average Cal month days * (Target Uptime % – Actual Uptime %)
Average Cal month days = 30.5 days; and
Target Uptime = as defined in paragraph 6.1
Actual Uptime = as defined in paragraph 6.2
6.4 The maximum service credits available to the Customer in respect of any calendar month shall be the equivalent to the total Charges payable in respect of access to the Platform during the relevant calendar month (exclusive of VAT and other taxes) in days.
6.5 Subject to Clause 10.1, then the award of service credits under this Paragraph 6 shall be the exclusive remedy of the Customer in the case of a failure of the provider to meet the uptime commitment in Paragraph 6.1 except in the case of a failure constituting a material breach of the Agreement.
7. Back-up and restoration
7.1 The Provider will:
(a) make back-ups of the Customer Materials stored on the Platform on a hourly basis, and will retain such back-ups for 24 hours; and
(b) arrange for the off-site storage of a daily back-up of the Customer Materials stored on the Platform which will be retained for 30 days.
7.2 In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified by the Customer to the Provider under Paragraph 2, the Provider shall if so directed by the Customer use reasonable endeavours promptly to restore the Customer Materials from the most recent available back-up copy.
8. Scheduled maintenance
8.1 The Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out, where feasible to do so, outside Business Hours and such suspension to be for not more than 24 hours in each calendar month.
8.2 The Provider must give to the Customer at least 7 days’ written notice of scheduled software maintenance and 24 hours written notice of hardware maintenance, including details of the expected Platform downtime.
8.3 Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.
Acceptable Use Policy
(1) This Policy
This Acceptable Use Policy (the “Policy”) sets out the rules governing the use of our web services (the “Service”) and any content that you may submit to the Service (“Content”).
By using the Service, you agree to the rules set out in this Policy.
(2) General restrictions
You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of, or services on, the Service.
You must not use the Service:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
(3) Unlawful and illegal material
You must not use the Service to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party’s legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law).
Content (and its publication on the Service) must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off, or other intellectual property rights;
(d) infringe any rights of confidence, rights of privacy, or rights under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime;
(g) be in contempt of any court, or in breach of any court order;
(h) be in breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) be in breach of official secrets legislation; or
(k) be in breach of any contractual obligation owed to any person.
You must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
(4) Data mining
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Service without our express written consent.
(5) Graphic material
Content must not depict violence in an explicit, graphic or gratuitous manner.
Content must not be pornographic or sexually explicit, or consist of or include explicit, graphic or gratuitous material of a sexual nature.
(6) Harmful software
You must not use the Service to promote or distribute any viruses, Trojans, worms, root kits, spyware, adware or any other harmful software, programs, routines, applications or technologies.
You must not use the Service to promote or distribute any software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or introduce significant security risks to a computer.
(7) Marketing and spam
You must not without our prior written permission use the Service for any purposes related to marketing, advertising, promotion, or the supply and/or sale of goods and/or services.
Content must not constitute spam.
You must not use the Service to transmit or send unsolicited commercial communications.
You must not use the Service to market, distribute or post chain letters, ponzi schemes, pyramid schemes, matrix programs, “get rich quick” schemes or similar schemes, programs or materials.
You must not use the Service for any purpose related to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
(9) Professional advice
You must not use the Service to provide any legal, financial, investment, taxation, accountancy, medical or other professional advice or advisory services.
Content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.
Content must not be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory.
Content should not cause annoyance, inconvenience or needless anxiety.
Do not flame or conduct flame wars on the Service (“flaming” is the sending hostile messages intended to insult, in particular where the message is directed at a particular person or group of people).
Do not troll on the Service (“trolling” is the practice of deliberately upsetting or offending other users).
You must not flood the Service with Content focusing upon one particular subject or subject area, whether alone or in coordination with other users.
Content must not duplicate existing Content on the Service.
You must submit Content to the appropriate part of the Service.
Do not unnecessarily submit textual content in CAPITAL LETTERS.
You should use appropriate and informative titles for all Content.
You must at all times be courteous and polite to other Service users.
You must not link to any website or web page containing material that would, were it posted on the Service, breach the preceding terms of this above.
(12) Breaches of this Policy
We reserve the right to edit or remove any Content in our sole discretion for any reason, without notice or explanation.
Without prejudice to this general right and our other legal rights, if you breach this Policy in any way, or if we reasonably suspect that you have breached this Policy in any way, we may:
(a) delete or edit any of your Content;
(b) send you one or more formal warnings;
(c) temporarily suspend your access to a part or all of the Service; and/or
(d) permanently prohibit you from using a part or all of the Service.
(13) Banned users
Where we suspend or prohibit your access to the Service or a part of the Service, you must not take any action to circumvent such suspension or prohibition (including without limitation using a different account).
Notwithstanding the provisions of this Policy, we do not actively monitor Content.
(15) Report abuse
If you become aware of any material on the Service that contravenes this Policy, you must notify us by email to Support@SureSteer.co.