Terms and Conditions
Information About Us
- www.customersure.com is a site operated by CustomerSure Limited (we). We are registered in England and Wales under company number 07120998 and with our registered office at John Buddle Work Village, Buddle Road, Newcastle upon Tyne, NE4 8AW. Our VAT number is 995 1756 66.
By using and/or placing an order through our site, you warrant that:
- any individual placing the order is authorised to do so on your behalf;
- you are not contracting as a consumer;
- you are not an organisation which falls within any of the following categories:
- a gambling organisation;
- an organisation involved in the production, sale, distribution, promotion or marketing of adult entertainment or pornographic material;
- an organisation operating within or as a supplier to the arms industry (whether legal or illegal); or
- any other industry that from time to time we deem to be not "family friendly".
How the Contract is Formed Between You and Us
To place an order, you must select the package of services which you wish to purchase, input all relevant details required and click on "submit". After placing an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy our services. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the services will be supplied (Order Confirmation). It is at this point that a contract for the supply of services is formed (Contract). The services supplied will be those specified in the Order Confirmation and more particularly described on the site in the "Plans and Pricing" section of the site as amended or upgraded from time to time (Services).
- You will be able to access and use the Services from the date set out in the Order Confirmation or, if no such date is specified, then within a reasonable time of the date of the Order Confirmation, unless there are exceptional circumstances.
- Subject to you paying for any Services in accordance with these Terms and the restrictions set out in these Terms we hereby grant to you a non-exclusive, non-transferable licence for you to use and access the Services and to permit those customers authorised by you from time to time to use and access the Services (Your Customers) during the term of the Contract.
- Subject to clauses 10, 11.3 and 11.4, we shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week except for:
- planned maintenance carried out during the maintenance window of 8:00pm to 6:00am (GMT); and
- unscheduled emergency maintenance.
- You shall not, and shall ensure that Your Customers shall not, use the Services to access, store, distribute or transmit any:
- viruses or other things or devices which:
- prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
- prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or in part or otherwise);
- adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices; or
- enable unauthorised collection or use of personal or confidential information, including but not limited to phishing, pharming, scamming, spidery or harvestry;
- material that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal or unlawful or fraudulent activity;
- depicts sexually explicit images;
- promotes unlawful violence or is threatening or abusive;
- infringes the intellectual property rights of a third party;
- creates a health or safety risk to an individual or the public;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
- causes damage, injury or offence to any person or property;
and we reserve the right, without liability to you and without affecting any other rights or remedies we may have, to disable your and/or any of Your Customers' use of and access to any part of the Services that breach the provisions of this clause 5.
- viruses or other things or devices which:
- You shall not and shall ensure that Your Customers do not (except as may be allowed under these Terms or by any applicable law which is incapable of exclusion):
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the online software application accessed through our site as part of the Services (Software) in any form or media or by any means;
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
- make the Services available to any third party except for Your Customers;
- access or attempt to access any unauthorised data, service or system or cause, or attempt to cause, loss of service to any other person by any means; or
- use the Services to distribute advertisement delivery software.
- If we are notified by any third party that material accessed, stored, distributed or transmitted by you using our site is in breach of the provisions of clause 5.1, then we shall in addition to any other rights or remedies we may have, be entitled to obscure, delete or otherwise remove such material from our site or disable your right to access and use the Services.
- You shall ensure that you and each person using the Services on behalf of your organisation has a unique email address which is not associated with the customersure.com domain
- You shall not, and shall ensure that Your Customers shall not, use the Services to access, store, distribute or transmit any:
Data and Privacy
In order to comply with UK Data Protection legislation, the following obligations apply:
- you acknowledge and agree that in relation to the Personal Data of Your Customers, you are the Data Controller (within the
meaning of the Act) and we are a Data Processor (within the meaning of the Act), hosting Your Customers' Personal Data on
your behalf and in relation to such Personal Data we shall:
- act only in accordance with your instructions;
- not process any such Personal Data for any purpose other than as authorised by you or in order to comply with our obligations or exercise our rights under clause 5;
- take such technical and organisational security measures as are reasonable to ensure that such Personal Data is not processed unlawfully;
- maintain all such Personal Data in confidence; and
- subject to clause 6.5 below, not subcontract any processing of such Personal Data to any third party without your prior written consent (which shall not be unreasonably withheld, conditioned or delayed).
- You warrant to us that you will process any Personal Data relating to Your Customers in accordance with the Act.
- You shall obtain from Your Customers any consent required in order for us to use any data supplied by Your Customers in order for us to provide the Services to you. You may choose to do this by including a privacy statement on your site which provides an opportunity for Your Customers to provide appropriate consents.
- You agree that we shall be entitled to outsource the hosting and maintenance of our site and software to an appropriate service provider who may be situated outside the European Economic Area (EEA), providing such service provider is situated in a country or territory that ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data, or providing such service provider complies otherwise with the requirements of the Act.
- You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of any data (whether Personal Data or otherwise) submitted to us by you or Your Customers or used by you or Your Customers in the Services.
Price and Payment
- The price of any Services (Price) will be as quoted on our site from time to time, except in cases of obvious error. The Price excludes VAT unless otherwise indicated on our site.
- Prices are liable to change at any time, but subject to clause 7.6 below changes will not affect orders in respect of which we have already sent you a Order Confirmation.
- Each of our Services is available for a free trial period of up to 14 days as set out on the "Plans and Pricing" section of our site from time to time (Trial Period). Prior to the end of the Trial Period you must provide valid, up-to-date and complete credit card, debit card or bank transfer details and any other relevant valid, up-to-date and complete contact and billing details requested by us and you hereby authorise us to bill such credit card, debit card or bank account, on or after the day on which you provide such details, the Price payable in respect of the forthcoming Renewal Period (as defined in clause 12.1) and on or after the first day of each subsequent Renewal Period (as defined in clause 12.1) thereafter, subject to earlier termination. If you do not provide any card details prior to the end of the Trial Period, the provision of the Services will terminate on expiry of the Trial Period.
- No fees or charges are payable for the Trial Period. You may only participate in one Trial Period and any subsequent attempts to obtain further Trial Periods may be refused by us.
- If we have not received payment of the Price by the due date as set out in clause 7.3 for whatever reason, and without affecting any other rights and remedies we may have we may, without liability to you, disable your access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the Price (or part) concerned remains unpaid.
- We shall be entitled to increase the Price upon 30 days' prior notice to you.
- Payment for all Services must be by credit card, debit card or such other electronic bank transfer method as we may mutually agree.
- You agree that processing of your payment transactions may be subcontracted by us to an appropriate payment processor from time to time.
- You acknowledge and agree (and shall procure that Your Customers also acknowledge and agree) that we and/or our licensors own all intellectual property rights in the Services and the Software and except as expressly stated, these Terms do not grant you or Your Customers any rights to, or in, such intellectual property rights.
- During the term of the Contract you shall be entitled to download and apply to your website and your marketing materials only the "CustomerSure" logo (Logo), the CustomerSure and CUSTOMERSURE trademarks (Marks) and other images belonging to CustomerSure (Proprietary Images) which we may make available from time to time (Logo). You are granted a non-exclusive, non-transferable licence to use the Logo, Marks and Proprietary Images on your website and within your marketing materials for the term of the Contract.
- You agree not to use the Logo, Marks or Proprietary Images for any purpose or in any manner other than as specified in these Terms. You agree to comply strictly with our directions (whether set out on our site or otherwise) regarding the form and manner of use of the Logo, Marks and Proprietary Images (including but not limited to including a clear acknowledgement that the intellectual property rights in the Logo, Marks and Proprietary Images are our absolute property and marking the Marks with ® to indicate that they constitute registered trademarks. You may not grant sub-licences in respect of our intellectual property to any third party. Nothing in these Terms shall constitute any representation or warranty that use by you of the Logo, Marks or Proprietary Images will not infringe the rights of any third party.
- You agree that we may use your company name and/or logo (Branding) for marketing purposes and to demonstrate that you are a customer of CustomerSure and you hereby grant to CustomerSure a non-exclusive, worldwide, royalty-free licence to use the intellectual property rights in your Branding for this purpose.
- Only those of our employees, subcontractors and agents who have a reasonable need to access your and Your Customers' data will be authorised to do so.
- provide us with all necessary co-operation and information as may be reasonably required by us from time to time in order for us to provide the Services;
- comply with all applicable laws and regulations with respect to your activities under the Contract;
- ensure that Your Customers use the Services in accordance with clause 5 of these Terms and be liable to us for any breach by Your Customers of the provisions of clause 5
- ensure that your network and systems enabling use of the Services, comply with any relevant specifications provided by us from time to time;
- be solely responsible for procuring and maintaining any required network connection to the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to any required network connections or telecommunications links to the Services or caused by the internet; and
- take proper, regular and full back-ups of the data submitted to us to ensure that adequate recovery of such data can be achieved if required.
- ensure that any individuals who you authorise to use the Services on your behalf are aware of and comply with the Terms
- be responsible, where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, for keeping this password confidential. We ask you not to share your password with anyone.
- We undertake that the Services will be performed with reasonable skill and care.
- We shall not be liable to you for any breach of the undertaking in clause 11.1 which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense and in our sole discretion use our reasonable commercial endeavours to correct any such breach promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 11.1.
- We do not warrant that your or Your Customers' use of the Services will be uninterrupted or error-free and we do not warrant that any information provided by us on our site or through the Services is accurate or up to date or that any reports produced or analysis of customer feedback carried out will be entirely error free. Such information, reports and analysis are provided for guidance only and should not be relied on by you in any way.
- We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (including your or Your Customers' internet connection) and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Our liability for losses you suffer as a result of us breaching the Contract is strictly limited to the Price paid by you for the relevant Services.
- Nothing in our Terms or in the Contract excludes or limits in any way our liability:
- for death or personal injury caused by our negligence;
- for fraud or fraudulent misrepresentation; or
- for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
- We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data; or
- waste of management or office time;
- You are responsible for Your Customers' use of the Services and ensuring that you have appropriate terms and policies in place with Your Customers detailing how they may use the Services and how their Personal Data may be processed by you (and by us on your behalf) and so far as is permitted in law we shall have no liability to Your Customers in respect of their use of the Services.
- 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; 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.
- Our site may, from time to time, contain links to and from the websites of our group companies, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own terms and privacy policies and that we do not accept any responsibility or liability for these terms and policies. Please check them before you submit any personal data to these websites.
Term and Termination
- Each Contract shall, unless otherwise terminated as provided in this clause 12 or
elsewhere in these Terms, commence on the date on which we first allow you to access the relevant Services and shall continue for
the Trial Period during which, the Contract shall be automatically renewed if, and from the date on which, you provide the payment
details required under clause 7.3 for successive periods of one calendar month (each a Renewal Period), unless:
- either of us notifies the other in writing of termination at least 7 days before the end any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Renewal Period; or
- otherwise terminated in accordance with these Terms.
Either you or we may terminate a Contract immediately on written notice to the other if:
- the other commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
- the other suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the other suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
- Notwithstanding clause 12.2, we may also terminate the Contract immediately on written notice to you if:
On termination of the Contract for any reason:
- all licences granted under these Terms shall immediately terminate;
- we may destroy or otherwise dispose of any of your data in our possession unless we receive, with your notice to terminate, or where we terminate, prior to the end of the Trial Period or the current Renewal Period, a written request for the delivery to you of the then most recent back-up of the your data. We shall use reasonable commercial endeavours to deliver any back-up to you within 45 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination. You shall pay all reasonable expenses incurred by us in returning or disposing of your data;
- no refund will be due to you in respect of the Price (or any part) for the then current Renewal Period; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
- Each Contract shall, unless otherwise terminated as provided in this clause 12 or elsewhere in these Terms, commence on the date on which we first allow you to access the relevant Services and shall continue for the Trial Period during which, the Contract shall be automatically renewed if, and from the date on which, you provide the payment details required under clause 7.3 for successive periods of one calendar month (each a Renewal Period), unless:
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to CustomerSure Limited at firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified e-mail address of the addressee.
Transfer of Rights and Obligations
- The Contract is binding on you and us and on our respective successors and assigns.
- You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
- We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
Events Outside Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
- A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes
in particular (without limitation) the following:
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- impossibility of the use of public or private telecommunications networks;
- the acts, decrees, legislation, regulations or restrictions of any government; and
- failures of our subcontractors, including our site host, to perform their obligations to us.
- Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
- If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by us of any default shall not constitute a waiver of any subsequent default.
- No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these Terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining Terms and provisions which will continue to be valid to the fullest extent permitted by law.
- We each acknowledge that, in entering into a Contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these Terms.
- Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these Terms.
Our Right to Vary These Terms
- We have the right to revise and amend these Terms from time to time including but not limited to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
- You will be subject to the policies and Terms in force at the time that you order Services from us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within two working days of you first accessing the Services).
Law and Jurisdiction
The Contract and these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contract or its formation or of these Terms (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
Rights of Third Parties (exclusion)
No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.