General Terms & Conditions

Introduction

These General Terms and Conditions (these "General Terms") apply to all Services provided by Us. The "Agreement" between You and Us comprises the Order Form(s), these General Terms, the Product Specific Terms, and the Policies and, in the event of any conflict, shall apply in that order. The Product Specific Terms and the Policies are located at (www.blocktype.co.uk/legal) and, along with these General Terms, are incorporated into each Order Form by reference.
The Services are intended for business use and not personal use. Accordingly, You confirm that You are entering into the Agreement in a business capacity and not as a consumer. If You are not using the Services for business purposes then You must not use the Services.
You must purchase sufficient Licences to cover Your Users and You may not allow any Licences to be shared between multiple Users or individuals. Each of Your Users must have their own licence to be able to use the Services and You and Your Users must ensure that you abide by any geographic or other restrictions applicable to the Licences you have purchased.

Capitalized terms not otherwise defined herein will have the meanings given in the "Definitions" section at the end of these General Terms.

Term, Fees and Termination

Provision of the Services shall commence on the date stated on the Order Form (unless otherwise agreed by the parties) and shall continue for the Initial Term unless terminated in accordance with these General Terms.
Each Order Form shall automatically renew for consecutive periods of 12 months (each a "Renewal Term") unless terminated by either Party serving notice at least 30 days prior to the end of the Initial Term or the then current Renewal Term. The Fees for each Renewal Term shall automatically increase by 5% (five per-cent) from the immediately preceding period. If You do not wish to accept the revised Fees then You must give notice under this clause to prevent automatic renewal occurring. If You do not give such notice within the required time period then the Agreement will renew for a Renewal Term at the revised Fees.
Unless agreed otherwise, all Fees are payable annually in advance and within 14 days of receipt of invoice. Fees are based on Services purchased and specified on an Order Form and additional Fees will be due for any additional Services purchased. The Services and/or number of Licences (including any additional Licences purchased during the Term) may not be reduced or cancelled during the Term unless a specific termination right is set out in the Agreement.
Unless the Order Form states to the contrary, the Initial Term, Renewal Term, notice period and billing frequency are as set out in Section 3. All Fees are exclusive of VAT or any other sales or other tax (which shall be payable in addition).
If any Fees properly owing to Us remain unpaid 7 days after the due date then, without limiting any other rights or remedies, We may suspend the provision of the Services until all overdue amounts are paid in full. You shall reimburse Us for any out-of-pocket costs We incur in obtaining payment from You including reasonable legal fees and associated costs. We will only reactivate Your access to the Services once all outstanding Fees and costs have been paid in full, including any Fees relating to the period of suspension.
In addition to the provisions in clause 2.5, We may immediately suspend Your access to the Services if: (i) you breach our Acceptable Use Policy; or (ii) we determine in good faith that such suspension is necessary to avoid possible harm to Our, Your, or any third party’s systems or information. We will notify You of any such suspension and reason therefor as soon as commercially practicable, and will cooperate diligently to restore service as soon as commercially practicable once the underlying issue is resolved.
You must ensure that We have accurate and complete contact, billing and payment information at all times. If the Order Form indicates that You will pay by credit card, You authorise Us to charge Your credit card or bank account for all fees payable during the Term (including for any Renewal Term, as applicable), You further authorise Us to use a third party to process payments and consent to the disclosure of Your payment information to such third party.
Without affecting any other right or remedy available, either Party may terminate the Agreement with immediate effect by written notice to the other Party if the other Party: (i) commits a material breach of the Agreement which is incapable of being remedied or which it fails to remedy within 30 days of written notice to do so; (ii) is subject to any insolvency procedure; or (iii) ceases or threatens to cease trade.
If You validly terminate the Agreement under clause 2.8 then You shall be entitled to a pro-rated refund of any prepaid Fees which relates to the period after termination. If We validly terminate the Agreement under clause 2.8 then all unpaid Fees for the remainder of the Term shall become immediately due and payable to Us.
On termination of the Agreement, howsoever arising, Your right to use the Services shall immediately cease. Any rights, remedies, obligations or liabilities of each Party that have accrued prior to the effective date of termination shall survive termination of this Agreement as will any clauses of the Agreement which are expressly or impliedly intended to survive termination of the Agreement.

Subscription Period and Billing

Initial Subscription Period: As stated in the Order Form:
-Annual;
Renewed Subscription Period: Same as Initial Subscription Period
Required non-renewal notice: Any time prior to commencement of next. (Notice is provided via email to cancel@blocktype.co.uk.)
Default billing period: Annual in advance

Our Obligations

We will provide the Services in accordance with the Agreement and exercising reasonable care and skill.
We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week and 52 weeks per year subject to any planned, unplanned or emergency maintenance which may affect the provision of the Services.
We shall comply with all applicable Modern Slavery Legislation and Anti-Bribery Legislation and any other laws or regulations applicable to Us or the provision of the Services.

Your Obligations

You are responsible for: (i) ensuring that You have appropriate infrastructure in place to access and use the Services; (ii) ensuring that You and Your Users use the Services in accordance with the Agreement, including the Acceptable Use Policy; and (iii) any breach of the Agreement by You and/or Your Users.
You shall comply with any legal or regulatory requirements applicable to You, Your Users and/or Your use of the Services including the Modern Slavery Legislation and Anti-Bribery Legislation.
You confirm that anyone executing an Order Form or other document on Your behalf is authorised to do so and that any internal approvals You may require have been satisfied prior to entering into an Order Form.
Certain of Our services allow You to upload, store or post Your own data, comments and opinions for public or private use which all comprise Your Data. You are solely responsible for the content of Your Data and for ensuring that it complies with the Acceptable Use Policy. You upload Your Data at Your own risk and You are solely responsible for ensuring You create any backups that You require of Your Data. You shall be fully responsible for the legality, reliability, integrity, accuracy, content and quality of Your Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data.

Intellectual Property

We (and Our licensors) reserve all rights, title and interest (including all intellectual property rights) in the Services and their underlying technology. We grant You (and Your Users) a non-transferable and non-sublicensable right to use the Services during the Term, subject to the terms of the Agreement.
You grant Us the right to process and use Your Data to provide the Services to You. Except as needed to provide the Services, We shall have no rights to, or in, any intellectual property rights or any other rights or licences in respect of Your Data. Your Data does not include Anonymous Data. We own Anonymous Data, and we may use and disclose Anonymous Data to maintain and improve the Services and our other offerings, analyse industry trends, and for other related and reasonable purposes.
Your feedback and input is important to Us in helping to improve our products and services and so there may be times when We ask You to give us feedback on Our services and/or future plans. If You or Your Users choose to provide us any feedback or suggestions (collectively, "Feedback"), You hereby grant Us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and implement such Feedback in our offerings without any right of attribution or accounting (but we will have no obligation to implement such Feedback).

Personal data

We will process all personal data in accordance with Our Privacy Policy and the Data Processing Agreement set out on the Website. The Services are not intended to process special categories of personal data (as defined in applicable Data Protection Legislation) or other sensitive personal data (collectively, "Sensitive Information"). Accordingly, you will not submit any Sensitive Information to the Services.

Confidentiality

The Party receiving Confidential Information ("the Recipient") will only use the Confidential Information provided by the other Party ("the Discloser") to perform its obligations or exercise its rights under this Agreement. The Recipient will not disclose Confidential Information to any individuals or entities except for its and its Affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information and who are bound by confidentiality obligations at least as protective as those set forth herein. The Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorised use or disclosure of the Confidential Information. The protections set forth herein will continue to apply to any Confidential Information disclosed during the Term for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law.
Upon termination of this Agreement, the Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that the Recipient may retain: (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.
The Recipient may disclose Confidential Information to the extent required under applicable law, provided that the Recipient will (if legally permitted) provide the Discloser with prompt written notice sufficient to allow the Discloser an opportunity to appear and object to such disclosure.

Liability and Indemnity

Nothing in the Agreement shall limit or exclude either Party’s liability for death or personal injury arising from negligence, for any fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.
Save in respect of liability arising under clause 8.1, and excluding Your obligation to pay the Fees, neither Party’s total aggregate liability under the Agreement, whether in tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall exceed the total Fees paid or payable by You in the twelve month period preceding the event giving rise to the claim.
Subject to clause 9.1, neither Party shall be liable whether in tort (including 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 for any pure economic loss, or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses.
To the maximum extant allowable by law, and except as expressly set out in the Agreement, We offer the Services on an "as is" and "as available" basis without any other representations or warranties (express, implied, or statutory). We do not guarantee that the Services will meet your needs or be uninterrupted or error-free and all warranties, representations, conditions and all other terms of any kind implied by statute or common law are excluded.
Our Services incorporates data provided by third parties which We are unable to verify as to accuracy or completeness. As such, neither We nor those third parties, make any warranty (or accept any liability in respect of) the accuracy or completeness of any data accessed as part of the Services. You are solely responsible for results obtained from the use of the Services (by You or any of Your Users) and any action You take based on such data or results.
We may from time to time provide certain Services on a free-of-charge basis ("Value Add Services"). Where We do so, You acknowledge that We may withdraw such Value Add Services on giving little or no notice and without liability.
We will indemnify, defend, and hold You harmless from and against any losses, liabilities, damages, fees, costs, and expenses (including reasonable legal fees) (collectively, "Losses") You may incur in connection with a third-party claim to the extent arising out of any allegation that the Services infringes any third party’s intellectual property or proprietary rights. We will have no obligation for any claims arising out of: (a) misuse or modification of the Services, (b) combination of the Services with any components not provided by Us, or (c) Your Data or Our conformance with Your specific requirements or instructions. If a third-party claim of infringement is threatened or occurs, We may seek to mitigate damages by modifying the Services to be non-infringing, obtaining a licence for Your to use the Services, or (if neither of the foregoing are commercially feasible) terminating this Agreement and refunding to You any unused, prepaid Fees. The provisions of this paragraph set forth Our exclusive liability, and Your exclusive remedy, for any such third-party claims.
The Party seeking indemnification hereunder will: (i) give the indemnifying Party prompt written notice of the claim (provided that no delay will affect the indemnifying Party’s obligations except to the extent materially prejudicial to it); (ii) give the indemnifying Party control of the defence and settlement of the claim; and (iii) cooperate with the indemnifying Party in defending or settling such claim, at the indemnifying Party’s expense. The indemnified Party will have the right to participate at its own expense in the defence and settlement of any claim. Neither Party may consent to the entry of any judgement or enter into any settlement that adversely affects the rights or interests of the other Party without such party’s prior written consent, which may not be unreasonably conditioned, delayed or withheld.

General

We are continually looking to improve our services as well as launching new functionality from time-to-time. As such, We reserve the right to make improvements and modifications to the Services from time to time.
We also reserve the right to update the General Terms, the Product Specific Terms and/or the Policies (but not the content of any Order Form) from time to time by publishing updated versions on the Website. Changes will take effect upon publishing on the Website, provided that material changes will not take effect until the next renewal of the Order Form (which includes renewal under clause 2.2 above) or the entering into of a new or additional Order Form.
Provided that We comply with any brand guidelines You provide to Us, and subject to Your prior written (or emailed) consent: (a) We may use Your brand or corporate name, trade name and logo to identify You as a customer of Ours on Our website and in Our marketing materials; and (b) you will reasonable cooperate with our requests regarding joint marketing activities such as a case study, reference calls and giving fair and accurate reviews.
No failure or delay by either Party to exercise any right or remedy in the Agreement or under any law shall constitute a waiver or such right or remedy.
If any provision of these General Terms is found by a court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in full force and effect and the offending provision shall continue to apply with whatever modification required to give effect to the commercial intent of the Parties.
The Agreement, and any document referred to in it, constitute the entire agreement between the Parties in relation to the Services.
Each Party acknowledges and agrees that it is entering into the Agreement as an independent business and not as a partner or agent of the other Party. Further, each Party acknowledges that it has not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether written or oral) relating to the subject matter of this Agreement other than as expressly set out in the Agreement.
Neither Party shall, without the written consent of the other Party, assign any rights or obligations under this Agreement. However, either Party may assign this Agreement without the other Party’s consent to any Affiliate, to any successor by merger or to the purchaser of all of its assets on a going concern basis.
This Agreement does not confer any rights on any person or third party other than the Parties and their permitted successors and assigns.
Any legal notice required to be given under this Agreement shall be in writing in English and shall be emailed to: (i) in the case of Us, help@blocktype.co.uk; and (ii) for Your attention, to Your primary contact email address as provided to Us. Normal communications shall be directed to the primary contacts of each Party. Notices served by email shall be deemed to be received on the working day after sending provided that the email was sent to the correct email address.
Order Forms entered into with Blocktype Ltd shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Definitions

We/Us/Our means Blocktype Ltd (a company registered in England and Wales).

You/Yours means the person or entity named on the Order Form or making use of the Services.

Affiliate means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a Party to this Agreement (whether by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such Party, for so long as such control exists).

Anonymous Data means technical or usage data regarding the usage, operation, and performance of the Services, and any other data (including Your Data) that has been aggregated or otherwise anonymized or de-identified such that it cannot be associated with You or any User.

Anti-Bribery Legislation means the UK Bribery Act 2010, the US Foreign and Corrupt Practices Act 1977 and any similar legislation that applies to Us or the customer.

Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or which would reasonably be considered to be confidential in nature. Our Confidential Information includes Anonymous Data and any non-public information regarding the Services and their functionality and performance. Your Confidential Information includes Your Data. Confidential Information does not include information that: (a) is already known to recipient without obligation of confidentiality; (b) is in or enters the public domain through no wrongful act of the recipient; (c) is or was lawfully received by recipient from a third party without confidentiality obligations; or (d) can be established by written documentation to have been independently developed by recipient without use of the Confidential Information.

Fees means the agreed charges which are set out in an Order Form in respect of the Services.

Initial Term means the initial contract period set out either in the Order Form or the Product Specific Terms.

Licence means the right for a single User to access and make use of the Services.

Modern Slavery Legislation means the UK Modern Slavery Act 2015 and any similar legislation that applies to Blocktype or the customer.

Order Form means a document or online form which contains (and confirms) all of the agreed details of the Services to be provided. An Order Form may be a physical document or contract, an online payment window or a detailed order form, in each case which reference these General Terms.

Policies means Our policies as set out on the Website including, but not limited to, the Acceptable Use Policy, the Privacy Policy and the Anti-Bribery & Corruption Policy.

Services means the specific services ordered by You as set out in an Order Form.

Term means the Initial Term plus any Renewal Term(s).

Users means those individuals who are authorised by You to use a Licence.

Website means www.blocktype.co.uk.

Your Data means the data inputted by You (including personal data) and/or Your Users for the purpose of using the Services or facilitating Your use of the Services, and which might include but shall not be limited to name, email address, file uploads and sites area comments/notes.