Terms & Conditions of Purchase and Use
This agreement (the “agreement”) governs licensee’s acquisition & use of ELEFense service. By executing an order form that references this agreement, licensee agrees to the terms of this agreement. If the individual signing the order form for licensee is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity.
1. SCOPE OF AGREEMENT
This Agreement governs ELEFense provision of services to Licensee (“Services”), subject to one or more ordering documents describing the Services, each of which incorporates this Agreement by reference.
2. PROPRIETARY RIGHTS
License to Services. Subject to the terms & conditions of this Agreement, ELEFense grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicensable, license to access & use the Services Licensee orders solely for the purposes described on the applicable Proposal Form(s).
Restrictions on Use of Services. The Services are licensed to Licensee for internal use only. In connection with Licensee’s use of the Services, Licensee will comply with all applicable laws, rules & regulations. Licensee will not, & will not permit any third party to:
copy, modify, translate, or create derivative works of the Services;
reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services;
lend, lease, offer for sale, sell or otherwise use the Services for the benefit of third parties; or
attempt to circumvent any license, timing or use restrictions that are built into the Services.
ELEFense Ownership of Services. Except for the rights granted in Section 2(a) above, ELEFense retains all rights, title & interest, including all intellectual property rights, in & to the Services. Licensee acknowledges that the Ser-vices include ELEFense valuable trade secrets & improper use or disclosure would cause ELEFense irreparable harm. Accordingly, Licensee agrees to use the Services solely as authorized in this Agreement. Licensee further acknowledges that the license granted pursuant to this Agreement is not a sale & does not transfer to Licensee title or ownership of the Services, but only a right of limited use. All rights not expressly granted hereunder are reserved to ELEFense. (d) Licensee Data. SUBJECT TO THE TERMS & CONDITIONS OF THIS AGREEMENT, LICENSEE GRANTS ELEFENSE NO RIGHT TO Customer DATA.
3. USE OF THE SERVICES
ELEFense Responsibilities. ELEFense will make the Services available in accordance with the ELEFense Service Level Agreement (SLA). ELEFense will maintain appropriate administrative, technical & physical safeguards to protect the security, confidentiality & integrity of Data.
Licensee Responsibilities. Licensee will
be responsible for its compliance with this Agreement,
use commercially reasonable efforts to prevent unauthorized access to or use of the Services & notify ELEFense immediately of any such unauthorized access and/or use of which Licensee becomes aware, &
use the Ser-vices only in accordance with this Agreement & all applicable laws & government regulations. Licensee will not make Services avail-able to any third party.
Fees. Licensee will pay ELEFense the fees described on the applicable Proposal Form(s) (the “Fees”). All Fees are due in advance & are based on Services ordered rather than actual usage. Payment obligations are non-cancellable & subject to Section 6(d), fees paid are non-refundable.
Payment Terms. For all Fees, Licensee will provide ELEFense with a valid check, money order, or alternative document reasonably acceptable to ELEFense. Licensee is solely responsible for providing ELEFense accurate & complete billing & contact information & for notifying ELEFense of any changes to such information.
Overdue Charges. Late Fee payments will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
Taxes. Licensee will be responsible for payment of all taxes. If ELEFense is required to pay any such taxes based on the licenses granted in this Agreement or on Licensee’s use of the Services, then such taxes will be billed to & paid by Licensee. For the avoidance of doubt.
5. CONFIDENTIAL INFORMATION
Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information & the circumstances of disclosure. Licensee’s Confidential Information will include Data; ELEFense Confidential Information will include the Services; & Confidential Information of each Party will include business & marketing plans, technology & technical information, product plans & designs, & business processes disclosed by such Party. However, Confidential Information (other than Data) will not include any information that
is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
is received from a third party without breach of any obligation owed to the Disclosing Party, or
was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party agrees
not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, &
except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its & its affiliates’ employees, contractors & agents who need such access for purposes consistent with this Agreement & who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Proposal Form to any third party other than its affiliates & its legal counsel & accountants without the other party’s prior written consent.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) & reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, & the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling & providing secure access to such Confidential Information.
6. TERM & TERMINATION
Term of Agreement. This Agreement takes effect on the date Licensee first signs a Proposal Form incorporating these terms & will remain in effect until all applicable Proposal Forms have expired or been terminated.
Term of Subscriptions. The term of each Service subscription will be described in the applicable Proposal Form. Except as otherwise de-scribed in a Proposal Form, subscriptions for a Service will automatically renew for additional periods equal in length to the expiring subscription term unless either party provides notice of non-renewal at least 60 days prior to commencement of the next renewal term.
Termination. If either Party commits a material breach or default in the performance of any of its obligations under this Agreement, then the other Party may terminate this Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within 90 days of discovery of such breach or default.
Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights, licenses & access to the Services granted to Licensee under this Agreement will immediately terminate. If this Agreement expires, or if ELEFense terminates this Agreement pursuant to Section 6(c), all Fees will become immediately due & payable to ELEFense.
7. REPRESENTATIONS & WARRANTIES
Each party represents & warrants to the other party that:
it is duly organized, validly existing & in good standing as a corporation or other entity as represented herein under the laws & regulations of its jurisdiction of incorporation, organization or chartering;
it has the right, power & authority to enter this Agreement & to grant the rights & licenses granted hereunder & to perform all of its obligations hereunder;
the execution of any Proposal Form(s) incorporating this Agreement by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the party;
8. DISCLAIMER OF WARRANTIES
You expressly agree that all materials, information, software, products, & services included in or available through the site (the "website content") are provided "as is" & "as available" for your use. The website content is provided without warranties of any kind, either express or implied, including, but not limited to, warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose or otherwise, other than those warranties which are incapable of exclusion, restriction or modification under applicable law. Neither ELEFense, nor our subsidiaries or licensors, make any warranty that the website content of the site is accurate, reliable or correct; that the site will be available at any particular time or location; that any defects or errors will be corrected; that the website content is free of viruses or other harmful components; or that you will achieve successful results from following any instructions, directions or recommendations on the site.
9. LIMITATION OF LIABILITY
ELEFense has no liability for any inaccuracies, errors, or omissions on the site, or for the any content submitted on the site. Under no circumstances shall ELEFense be liable for any direct, indirect, punitive, incidental, special or con-sequential damages that result from the use of, or inability to use, the site or from information provided on the site. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damage because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. Our liability in such jurisdictions shall be limited to the extent permitted by law.
Each party (“Indemnifying Party”) will indemnify, defend & hold the other party (“Indemnified Party”) harm-less from any claim, action, suit or proceeding made or brought against the Indemnified Party arising out of or related to the Indemnifying Party’s breach of any term of this Agreement. (a) ELEFense will indemnify, defend & hold Licensee harmless from any third-party claim, action, suit or proceeding made or brought against Licensee alleging that Licensee’s use of the Services in accordance with this Agreement infringes such third party’s intellectual property rights. In the event of an Infringement Claim, ELEFense may, at its sole option & expense:
procure for Licensee the right to continue use of the Services or infringing part thereof; or
modify or amend the Services or infringing part thereof, or replace the Services or infringing part thereof with other software having substantially the same or better capabilities; or,
if neither of the foregoing is commercially practicable, terminate this Agreement & repay to Licensee a pro rata portion, if any, of any pre-paid Fees. ELEFense will have no liability for an Infringement Claim if the actual or alleged infringement results from
Licensee’s breach of this Agreement,
Licensee’s modification, alteration or addition made to the Services or any use thereof, including any combination of the Services with software not provided by ELEFense,
Licensee’s failure to use any corrections or modifications made available by ELEFense that would not result in any material loss of functionality. ELEFense also disclaims any liability for settlements entered into by Licensee or costs incurred by Licensee in relation to an Infringement Claim that are not pre-approved by ELEFense in writing. THIS SECTION STATES THE ENTIRE LIABILITY OF ELEFENSE WITH RESPECT TO ANY INFRINGEMENT CLAIM.
Licensee will indemnify, defend & hold ELEFense harmless from any claim, action, suit or proceeding.
Website Acceptable use policy can be found below.
1.2. All your Personal Data shall be held and used in accordance with the EU General Data Protection Regulation 2016/679 (GDPR) and UK national laws implementing GDPR (including the The Data Protection Bill) and any legislation that replaces it in whole or in part and any other legislation relating to the protection of personal data (collectively referred to as Data Protection Legislation).
1.4. The Company ensures on an ongoing basis that all of its suppliers and third parties operate in compliance with GDPR.
1.5. For any Data Protection or GDPR-related enquiries in connection with our business, please contact us:
35 Cedars Close, Hendon, London, GB
2. Data Controller
2.1. The Company is the controller and responsible for your personally identifiable information (Personal Data) as listed in clause 3 below.
3. Information We Collect From You
3.1. We use automated technologies and interactions to collect data from and about you. With regard to each of your visits to our Site, we may automatically collect the following information:
A) Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website;
B) Usage Data includes information about how you use our website, products and services;
C) Site Specific Information includes information about your visit to our website including:
i. the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time);
ii. Products, services or other pages you viewed or searched for;
iii. page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number.
3.2. We collect technical data through analytics providers, advertising networks and search information providers. A list of these third parties can be provided to you on request.
3.3. We will use this information to:
a) administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
b) improve our site to ensure that content is presented in the most effective manner for you and for your computer;
c) allow you to participate in interactive features of our service, when you choose to do so;
d) to keep our site safe and secure;
e) measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
f) make suggestions and recommendations to you and other users of our site about products or services that may interest you or them.
4. Information You Give to Us:
4.1. You may give us information about you (i.e. Personal Data) by filling in forms on our site Our Site or by corresponding with us by phone, e-mail, mail or otherwise. This includes information you provide to us when you register to use our site, subscribe to our service, search for a product, place an order on our site and when you report a problem with our site.
The information you give us may include:
a) Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender;
b) Contact Data includes billing address, delivery address, email address and telephone numbers;
c) Financial Data includes bank account and payment card details;
d) Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us;
e) Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses;
f) Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences; and
4.2. We will use this information to:
a) carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
b) to provide you with information about other products and services we offer that are similar to those that you have already purchased or enquired about;
c) to provide you, or permit selected third parties to provide you, with information about products or services we feel may interest you. If you are an existing customer, we may contact you by telephone, mail or electronic means (e-mail or SMS) with information about products and services similar to those which were the subject of a previous sale or negotiations of a sale to you. If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this. If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data (the registration form);
d) to notify you about changes to our service;
e) to ensure that content from our site is presented in the most effective manner for you and for your computer;
5. Information We Receive From Other Sources:
5.1. We may receive information about you if you use any of the other websites we operate or the other services we provide. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on this site. We are also working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them. A list of these third parties can be provided to you on request.
5.2. We may combine this information with information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).
6. Disclosure of Your Information
6.1. We may from time to time share your Personal Data with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006. A list of any other group companies holding your Personal Data can be provided to you on request.
6.2. We may share your information with selected third parties including:
a) Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you.
b) Advertisers and advertising networks that require the data to select and serve relevant adverts to you and others.
c) Analytics and search engine providers that assist us in the improvement and optimization of our site.
d) Credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.
e) Professional advisors, such as Solicitors.
6.3. We may disclose your Personal Data to third parties if:
a) we sell or buy any business or assets; in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
b) the Company or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
c) we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms and Conditions for Clients of any of our products and other agreements; or to protect the rights, property or safety of the Company, our customers or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
7. The Legal Basis for Processing Your Personal Data
7.1. The Company will only process Personal Data where there is a lawful basis as per Data Protection Legislation. This lawful basis shall be one or more of the following:
a) Express consent from you;
b) In order to perform and/or complete a contract with a third party;
c) To comply with a legal obligation;
d) To protect your vital interest;
e) It is in the public interest; and
f) There is a legitimate interest.
7.2. Legitimate interests are a flexible basis upon which the law permits the processing of an individual's personal data. To determine whether we have a legitimate interest in processing your data, we balance the needs and benefits to us against the risks and benefits for you of us processing your data. This balancing is performed as objectively as possible by our Data Protection Manager. You are able to object to our processing and we shall consider the extent to which this affects whether we have a legitimate interest.
8. Where We Store Your Personal Data
8.2. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
8.3. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site and any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
8.4. As a result of increased risk posed by cyber fraud please do not send any funds until you have received confirmation from your relevant contact and are certain as to the correct account details. Unfortunately, we do have to warn you that we cannot accept responsibility if you transfer money into an incorrect account.
9. Your Legal Rights
9.1. When reading this notice, it might be helpful to understand that your rights arising under Data Protection Legislation include:
a) The right to be informed of how your Personal Data is used (through this notice);
b) The right to access any personal data held about you;
c) The right to withdraw consent at any time, by emailing privacy@ELEFense.com;
d) The right to rectify any inaccurate or incomplete personal data held about you;
e) The right to erasure where it cannot be justified that the information held satisfies any of the criteria outlined in this policy, or where you have withdrawn consent;
f) The right to prevent processing for direct marketing purposes, scientific/historical research or in any such way that is likely to cause substantial damage to you or another, including through profile building; and
g) The right to object to processing that results in decisions being made about you by automated processes and prevent those decisions being enacted.
9.2. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at privacy@ELEFense.com.
9.3. Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
10. Data Retention
10.1. The Company will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
10.2. The Company retains your Personal Data in line with the requirements set out in the Financial Conduct Authority (FCA) Handbook (May 2018) and will adjust its Data Retention policy from time to time in accordance therewith.
10.3. Your right to erasure will be subject to the record-keeping requirements as set out by the FCA. Where we receive a request to delete Personal Data this will be undertaking in line with our usual Data Retention policy.
11.1. Similar to other commercial websites, our Website uses a technology called "cookies" and web server logs to collect information about how our Website is used. Cookies are small text files that are placed on your computer's hard drive through your web browser when you visit any web site. They are widely used to make web sites work, or work more efficiently, as well as to provide information to the owners of the site.
11.2. Like all other users of cookies, we may request the return of information from your computer when your browser requests a web page from our server. Cookies enable our web server to identify you to us, and to track your actions and the pages you visit while you use our website. The cookies we use may last for a single visit to our site (they are deleted from your computer when you close your browser), or may remain on your computer until you delete them or until a defined period of time has passed.
b) allow essential parts of our web site to operate for you.
c) operate our content management system.
d) operate the online notification form - the form that you use to contact us for any reason. This cookie is set on your arrival at our web site and deleted when you close your browser.
e) enhance security on our contact form. It is set for use only through the contact form. This cookie is deleted when you close your browser.
f) collect information about how visitors use our site. We use the information to improve your experience of our site and enable us to increase sales. This cookie collects information in an anonymous form, including the number of visitors to the site, where visitors have come to the site from, and the pages they visited.
g) record that a user has viewed a webcast. It collects information in an anonymous form. This cookie expires when you close your browser.
h) record your activity during a web cast. For example, as to whether you have asked a question or provided an opinion by ticking a box. This information is retained so that we can serve your information to you when you return to the site. This cookie will record an anonymous ID for each user, but it will not use the information for any other purpose. This cookie will last for a period of time after which it will delete automatically.
i) store your Personal Data so that you do not have to provide it afresh when you visit the site next time. This cookie will last for a period of time after which it will delete automatically.
12. Opt Out
12.1. You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time at privacy@ELEFense.com.
12.2. Where you opt out of receiving these marketing messages, this will not apply to Personal Data provided to us.
13. Access to Information
13.1. Data Protection Legislation gives you the right to access information held about you. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
15. Your Duty to Provide us With Accurate Data
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
16. If You Fail to Provide us With Personal Data
The information about you that we have collected for the performance of our contracts is required in order for us to successfully fulfil our obligations to you. If you choose not to provide the personal data requested, we will not be able to enter into a contract with you to provide the benefits we offer. If we are already processing your Personal Data under a contract, you must end our contractual relationship (as/where permitted) in order to exercise some of your rights.
If you are unhappy about our use of your Information, you can contact us at the address or email address above. You are also entitled to lodge a complaint with the UK Information Commissioner’s Office using any of the below contact methods.
Other contact method: here
18. Official Registration
You can find the official documentation of our registration and compliance process in the UK Information Commissioner’s Office on the official site. Our registration number is Registration Certificate - ZB487848
Website Acceptable Use Policy
You may use our site only for lawful purposes. You may not use our site:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
Not to access without authority, interfere with, damage or disrupt:
any part of our site;
any equipment or network on which our site is stored;
any software used in the provision of our site; or
any equipment or network or software owned or used by any third party.
Suspension And Termination
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Immediate, temporary or permanent withdrawal of your right to use our site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes To The Acceptable Use Policy
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.