2. INFORMATION ABOUT US
(a) This Website is operated by Previse Limited, a company registered in England and Wales with number 09117429 with its registered address and main trading address at Stapleton House (Block A, 2nd Floor), 110 Clifton Street, London EC2A 4HT. Previse Limited’s UK VAT number is 229 2869 74.
3.1 Basis of use
(d) We grant you a non-exclusive licence to access and use the Website solely for the purposes of you receiving the services and using the Website features as described below:
· To understand and compare the payment practices (including time to pay, invoice terms) at large corporates;
· Stay up-to-date with the Good Business Pays campaign, including initiatives and progress;
· Demonstrate support for the campaign, including by signing up to the Website; and
· Provide reviews and opinions on corporates buyers.
(f) Whilst we make reasonable attempts to exclude viruses or other destructive computer codes from the Website, we do not accept any obligation, give any assurance nor assume any liability or responsibility (whether express or implied) in relation to any viruses or destructive computer codes which are found on the Website. You are responsible for implementing appropriate safeguards before using the Website to protect against the risks arising from viruses or destructive computer codes, which may include the deployment of appropriate virus protection software on any devices you use to access, view or download information from the Website, or viewing or downloading information from any other of our applications and/or services.
(g) Although we aim to ensure that the content of the Website is accurate, current and complete, we do not accept liability for any errors or omissions in the content, nor for the content becoming out of date. Neither we nor any third parties that provide content held or made accessible from the Website provide any warranty or guarantee (express or implied) as to the availability, accuracy, timeliness, fitness for purpose, compatibility, security, performance, correctness of calculation, completeness or suitability of the components, results, data, information, materials or other content found or offered on Website for any particular purpose. You acknowledge that the content of the Website is provided “as is” and may contain inaccuracies or errors and we expressly exclude liability for any inaccuracies or errors to the fullest extent permitted by law. The content on the Website is provided for general information only and is not intended to amount to advice on which you should rely. You must ensure that you obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Website.
(h) The content on the Website is provided at our entire discretion and may be updated or changed by us without notice. We may suspend, discontinue, delete or change all or any features or parts of the Website any time without notice. We will not be liable to you or to any other person in the event that all or any part of the Website is suspended, discontinued, deleted or changed in any way.
(j) It is your sole responsibility to install, configure, maintain and obtain licenses for any software required to use and access the Website and for you to ensure this software is operating properly.
(k) The Website is intended for use in the United Kingdom. We make no representation that the content held by or made available on the Website is appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent any local laws are applicable.
3.2 Our intellectual property rights
The Website contains data, information, materials and other content protected by registered and unregistered intellectual property rights which are owned by or licensed to us. This content includes, but is not limited to, the design, layout, look, appearance, graphics, text and program code. Reproduction and any use of the content other than as permitted under Clause 3.1(d) is prohibited except as expressly authorised by us in writing. All trademarks reproduced in the Website which are not the property of, or licensed to, us are acknowledged on the Website.
3.3 User generated content from Website users
(b) We may:
(i) monitor and compile statistical and other information related to the performance, operation and use of the Website;
(ii) use data from the Website for security and operations management purposes, to create statistical analyses (which may include analyses concerning the likelihood and speed of repayment by and other financial performance measures relating to certain organisations); and/or
(iii) use data held on the Website (including aggregated anonymised user survey data) for research and development purposes, including for the purposes of corroborating, matching with or enriching data held in other parts of the Website as well as other data created by us to develop the profiles of different profiles held on the Website, to develop the Website’s features, improve user experience and develop our other services,
(together “Website Analytics“). We may make the results of the Website Analytics publicly available. We retain all intellectual property rights in the Website Analytics.
(c) You warrant, represent and undertake to us that:
(i) all User Information which you submit to the Website is true, complete, lawful, up-to-date and, with respect to any opinions, are genuinely held by you;
(ii) you have all the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to grant us and our subcontractors the licence described in Clause 3.3(a) and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect; and
(iii) for the avoidance of doubt, you have the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to allow us and our subcontractors to perform the Website Analytics on the User Information and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect.
(d) We have sole discretion as to whether we accept and integrate any User Information into the Website. We are not under any obligation to check, or otherwise moderate, any User Information supplied to us. Each user remains fully liable and responsible for all User Information which they upload to the Website.
3.4 Acceptable use of the Website
You will not, and will not authorise anyone else to:
(a) take any action on the Website or upload, e-mail or otherwise transmit to the Website any material that is:
(i) confidential or that you do not have the right to disclose to us;
(ii) in our opinion, racist, sexist, ageist, homophobic, pornographic, obscene, profane, vulgar or horrid, defamatory of any person or entity, abusive, threatening, otherwise likely to be harmful or otherwise offensive;
(iii) is untrue, dishonest, incomplete, inaccurate or unlawful;
(iv) likely to infringe or misappropriate any patent, copyright, trade mark, trade secret or any other intellectual property right of any other person or entity;
(v) a virus, worm or Trojan horse, ransomware, malware or any other computer code that is likely to disrupt, overload, harm or impair the functioning, integrity or availability of the Website;
(vi) an attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website;
(vii) distributing marketing material or serves any other advertisement purpose;
(b) attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
(c) attempt to disrupt, overload, harm or impair the functioning of the Website in such a way that disrupts, overloads, harms or impairs its functioning;
(d) attempt to disrupt or harm our repute, that of the Website’s consent or that relating to a third party, for instance through knowingly uploading false information on a third party organisation or modifying paper or digital copies of material you have printed or downloaded from the Website;
(e) where using any content from the Website as permitted under Clause 3.1(d), fail to acknowledge us as the source of such content and that of any identified contributors as necessary, such as where we indicate that information found on the Website contains public sector information licensed under the Open Government Licence v3.0;
(f) link in such a manner to suggest any form of association, approval or endorsement on our part with any of your activities where none exists; or
(g) engage in any conduct that is in contravention of any relevant local, national or international law or which incites or encourages the contravention of any such law, is disruptive or is otherwise inappropriate,
(together the “Acceptable Use Policy”).
Contravention of the Acceptable Use Policy may give rise to a claim for damages and/or be a criminal offence. If in our opinion, you have breached the Acceptable Use Policy, we may, at our sole discretion, terminate, suspend or remove your rights to access the Website.
4. DATA PROCESSING TERMS
5. LIABILITY AND INDEMNITY
5.1 Limitation of liability
(a) THE WEBSITE IS PROVIDED “AS IS”. WE AND OUR AFFILIATES GIVE NO UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE WEBSITE OR ANY CONNECTED SERVICES PROVIDED BY PREVISE, INCLUDING ANY WARRANTY THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
(d) Notwithstanding Clauses 5.1(b) to 5.1(c), in no event will we be liable for any loss of profits, goodwill, reputation, data, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, loss or liability, whether or not we have been advised of the possibility of such loss, liability or damages.
(e) For the avoidance of doubt, nothing under this Clause 5.1 will, or is intended to, exclude or limit in any way our liability to you where it would be unlawful for us to do so (including liability for death or personal injury caused by our negligence or fraudulent misrepresentation).
You indemnify and will keep us and any other members of the Previse Group (the “Indemnified Parties”) indemnified against all Liabilities sustained or incurred by the Indemnified Parties as a result of the occurrence of any of the following:
(c) any claim that is made by one of your members of staff, clients, suppliers, contractors or any other third party against any member of the Previse Group that is connected to any allegation that you have breached any duty of confidentiality or obligation under Data Protection Legislation owed to that third party, and/or that you have infringed and/or any of your User Information infringes any of that third party’s intellectual property rights.
(c) Any electronic communication will be effective only when actually received and, if received in the place of receipt after 5.00pm, will be deemed only to become effective on the next day.
(d) Any communication made by way of letter will be effective when it has been left at the relevant address identified above or 3 Business Days after being deposited in the post (with postage prepaid) in an envelope addressed to the addressee at the relevant address identified above.
6.2 Assignment and sublicensing
6.3 Confidentiality and disclosure
6.5 No waivers
6.6 Third party rights
6.7 No partnership
6.8 Entire agreement
7. TERM AND TERMINATION
(ii) nothing will affect any accrued rights or liabilities of either party at the date of the termination;
8. GOVERNING LAW AND JURISDICTION
“Acceptable Use Policy” has the meaning described in Clause 3.4;
“Affiliates” means, in relation to a person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
“Business Day” means a day other than a Saturday or Sunday on which banks are open for general interbank business in London, England;
“Data Protection Legislation”means the GDPR, Data Protection Act 2018, Privacy and Electronic Communications (EC Directive) Regulations 2003 and, to the extent applicable, the data protection or privacy laws of any other country;
“Effective Date” has the meaning described in Clause 1(a);
“GDPR” means the EU General Data Protection Regulation 2016/679 as it forms part of English law;
“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;
“Indemnified Parties” has the meaning described in Clause 5.2;
“Insolvency Event” means in relation to a party:
(i) the issue of a petition for its winding up;
(ii) the convening of a meeting for the purpose of considering the passing of a winding-up resolution for its winding up (except for the purpose of a solvent amalgamation or reconstruction where the resulting entity is to assume all of its obligations under this Agreement);
(iii) the making of an application to the court for an administration order or the filing at court of a notice of intention to appoint an administrator;
(iv) a provisional liquidator, liquidator, administrative receiver, administrator, trustee or other similar officer taking possession of or being appointed over or an encumbrancer taking possession of the whole or substantially the whole of its property;
(v) a receiver being appointed over any part of its property;
(vi) its making proposals for or entering into a company voluntary arrangement (within the meaning of Part I, Insolvency Act 1986) or otherwise making proposals for or entering into a compromise with the majority by value of its unsecured creditors;
(vii) the filing of documents specified in Schedule A1, Insolvency Act 1986 with the court with a view to obtaining a moratorium pending its making proposals for a company voluntary arrangement;
(viii) its being unable to pay its debts within the meaning of s123(1) Insolvency Act 1986 or being unable to pay its debts as they fall due; or
(ix) any similar event occurs in any relevant jurisdiction;
“Liabilities” means any sum (present, contingent or future) payable by you to us including, without limitation, any damages, claims, losses, costs and expenses (including legal expenses on a full indemnity basis);
“Previse Group” means us and each of our Affiliates;
“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006;
“Term” has the meaning described in Clause 7(a) above;
“Third Party Content” has the meaning described in Clause 3.1(i);
“User Information” has the meaning described in Clause 3.3(a) above;
“Website Analytics”has the meaning described in Clause 3.3(b) above;
The terms, “controller”, “personal data” and “processing” will have the same meaning as in the GDPR, and their cognate terms will be construed accordingly.
(b) Unless a contrary indication appears, any reference to:
(ii) the singular will include the plural and vice versa;
(iii) a“Clause” is a reference to a Clause to these terms and conditions;
(iv) the word “including” (and its derivations) must be construed as being for illustration or emphasis only and not as limiting the generality of any preceding words;
(v) the word “other” must not be construed as being limited by the context in which it appears or the words that precede it where a wider construction is possible;
(vi) any“person” includes any assignee, transferee, successor-in-title, delegate or appointee of that person (but, in the case of you or us, only permitted assignees or transferees). It also includes any individual, company or other body corporate, any state or state agency or any unincorporated body, association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
(vii) a“regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(viii) a provision of law is a reference to that provision as amended or re-enacted;
(ix) a time of day is a reference to local time in London, United Kingdom; and
(x) Clause headings are for ease of reference only.