End User Terms
End User Terms
Please read these Terms carefully before you start to use the Platform, as they are legally binding upon you. We recommend that you print a copy of these Terms for future reference.
By using the Platform, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you may not use our Platform and must leave this site immediately.
You represent that you are authorised and/or legally entitled to enter into an agreement based on these Terms and that in doing so you will not breach any law or any obligation to any third party. You confirm you are acting on your own behalf and not for the benefit of any other person.
You agree that you have read, understood and agree to be bound by these Terms, that you have evaluated the Platform and satisfied yourself as to its suitability, and that you have not relied on any representation or statement not set out in these Terms.
These Terms may be amended from time to time, so please check them regularly and take notice of any changes, as they are binding on you.
“Data Protection Laws”
All applicable laws and regulations relating to the processing of personal data and privacy including the Data Protection Act 1998 (‘DPA’), the General Data Protection Regulation 2016/679 once in force (‘GDPR’) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated. The terms ‘Data Controller’, ‘Data Processor’, ‘Process(ing)’, ‘Data Subjects’ and ‘Personal Data’ shall have the meaning given to them in the DPA or GDPR;
The online portal at www.aspireleaderboard.com, including the related infrastructure, functionality and software;
Any data, analyses, blog posts, videos, documents, contracts, reports, information, software, logos, designs, trade marks, files or any other materials, content or items comprised in or relating to the Platform, but not including any Vendor Content;
Any data, documents, contracts, reports, information, software, logos, trade marks, files or any other materials, content or items provided, published, uploaded or processed by Vendors; and
The vendors featured on the Platform.
- Other Applicable Terms
These Terms incorporate the following, which also apply to your use of the Platform:
- Our Acceptable Use Policy, which sets out permitted and prohibited uses of our Platform; and
- Information about Us
The Platform is provided by Aspire Customer Communications Services Ltd (company number 09828535) with registered office and postal address at The Junction, Station Road, Watford, WD17 1ET.
- In consideration of compliance with these Terms, we hereby grant:-
- Non-paying end users with access to a limited range of features, content and functionality on the Platform (as determined in our discretion) (Free Subscription); and
- Subscribing end users with access to and use of premium Platform features, content and functionality (RFP Subscription, subject to payment of all applicable fees;
- In consideration of compliance with these Terms, we hereby grant:-
in each case on a personal, non-exclusive, worldwide basis.
- You may not, without our prior written consent:
- disclose or make available the Platform (or any part thereof) to any third party or enable or assist the use of the Platform by any third party;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform (or any part thereof);
- use the Platform (or any part thereof) to provide services to any third party;
- do or omit to do anything which has or is likely to have a detrimental impact on the performance of the Platform;
- use the Platform (or any part thereof) in any way which is prejudicial to our interests or the interests of our licensors.
- You agree to notify us as soon as you become aware of any unauthorized use of the Platform by any person.
- We reserve the right to make any changes to the Platform which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Platform. We may also change or remove other features or functionality from time to time and we shall notify you of any changes we may make.
- You may not, without our prior written consent:
- Fees and Payment
- No payment is required for Free Subscription.
- RFP Subscription may be obtained as follows:-
- By direct payment by the end user (Direct Subscription), or
- By payment made by a Platform Vendor, enabling access by the end user (Indirect Subscription).
- Direct Subscription is subject to an initial minimum commitment of one month, after which the subscription will automatically continue on a rolling monthly basis, unless terminated in accordance with these Terms.
- Indirect Subscription is subject to the term of access paid for by the Vendor, upon expiry of which you will default to Free Subscription unless otherwise agreed. Note: You understand and accept that: (i) where your subscription to the Platform is paid for by a Vendor, any Personal Data you submit will be disclosed to that Vendor upon completion of your Platform registration, and (ii) for all end users, irrespective of subscription type, if you elect to click the ‘Contact Vendor’ button on a Vendor page, your Personal Data will thereby be disclosed to that Vendor.
- Fees for the initial one month period of Direct Subscription must be paid in full prior to the provision of RFP Subscription. Rolling monthly fees thereafter are payable prior to the commencement of each applicable month and will be charged automatically until or unless subscription is cancelled in accordance with these Terms. We may increase fees at any time upon 30 days’ notice and any such increase shall take effect at the end of the notice period or, if later, the end of the then current subscription period.
- In the event of non-payment, we shall be entitled (without prejudice to any other rights and remedies) to (a) suspend access to the Platform, (b) charge interest on the overdue amount at 3% above the base rate of Barclays Bank plc from time to time until payment is received in full, and (c) require the immediate payment of the full outstanding balance of fees. All payments shall be made in full and without any set-off, withholding or other deduction.
- Any dispute relating to fees must be raised within 7 days of receipt of invoice, failing which the invoice shall be deemed accepted and any right of dispute waived. Any undisputed portion of an invoice must be paid in accordance with the terms of this clause 5.
- Your Obligations
- You agree to comply with all applicable laws and regulations relating to your use of the Platform and to provide all data and other information reasonably required by us, including any information concerning Vendor assessment or feedback, ensuring that the information provided is true, accurate, complete and not misleading. You also agree to provide all co-operation and assistance reasonably required in relation to the provision of the Platform.
- You agree to comply fully with our Acceptable Use Policy and to carry out your responsibilities in a timely and efficient manner and notify us immediately upon becoming aware of any breaches or suspected breaches of these Terms.
- You acknowledge that our ability to provide the Platform depends on you satisfactorily complying with your obligations and that should you fail to perform any such obligations we will not be liable in any way for any delay, loss or damage, cost increase or other consequence arising from such failure or from our reliance on, or actions based upon, information or materials provided by you.
- Security & Data
- You undertake that you shall take all reasonable steps to prevent any access to, or use of, the Platform without your permission, including ensuring that all account details (such as passwords and login details) are kept confidential.
- You undertake that you shall not, and shall not permit others, to:
- carry out any act which will, or is likely to, interfere with or compromise the security or proper functioning of the Platform, including any attempt to probe or test the vulnerability of any system or any network connected to or accessible via the Platform;
- permit any equipment owned, leased, maintained or controlled by you to interfere with or impair the provision of the Platform, unlawfully interfere with or impair the transmission or privacy of any data or communication transmitted via our systems or those of any otherwise hosting provider or create, cause or contribute to the creation or causing of a hazard.
- You are responsible for taking or maintaining backup copies of any data you may use relating to the Platform. You agree we are not responsible for data backup or recovery.
- All intellectual property rights in the Platform and Platform Content belong to us or our licensors, and you shall have no rights in or to the Platform other than the limited licence set out in clause 4 above. All rights in Vendor Content belong to the applicable Vendors or their licensors.
- You will not (and will not permit, authorise or enable any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part.
- You and we each undertake to notify each other if we become aware of any infringement or any unauthorised use of the other’s intellectual property rights.
- We warrant that the Platform will provide reasonable performance and functionality and that we will use reasonable endeavours at all times to correct any material failure reported by you, free of charge.
- Except as expressly and specifically provided in these Terms all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
- No Reliance on Information
- The Platform, including Platform Content, is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the Platform or Platform Content. We are not responsible for any decisions or actions taken by you in connection with any information, opinion(s) or advice contained in the Platform.
- Whilst we take reasonable steps to ensure the accuracy of Vendor Content, we are wholly reliant upon Vendors to ensure that information is true, accurate, up to date and not misleading in any respect. We therefore cannot accept responsibility for Vendor Content, for which you agree and accept that the applicable Vendor is exclusively responsible. We recommend that you check and verify all Vendor Content directly with the applicable Vendor.
- Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, as to its accuracy, completeness or currency.
- Exclusions & Restrictions
- You recognise and accept that the internet carries inherent risks and that we cannot promise that your access to the Platform will be uninterrupted, error-free or immune from security risks. You accept that internet servers, equipment and telecommunications links are susceptible to crashes, downtime and security issues from time to time. We will use reasonable endeavours to maintain the continuity of the Platform and we will take reasonable steps to restore it should it become unavailable but we cannot provide any warranty in that respect. We do not warrant that the Platform will meet all of your requirements.
- We are not responsible for unauthorised access to your data or the unauthorized use of the Platform unless the unauthorised access or use results from our failure to meet our reasonable security obligations. All use made of the Platform by means of your passwords/logins shall be your responsibility, even if such use was not authorised by you.
- Nothing in these Terms excludes liability (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation, or (c) which we may not exclude under applicable law.
- Subject to clause 11.1, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for (i) any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, in each case whether direct or indirect, or (ii) for any special, indirect or consequential loss costs, damages, charges or expenses however arising.
- Subject to clauses 11.1 and 11.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited: (i) in the case of access based on Direct Subscription, to 100% of the total Fees paid or payable by you in the 12 months prior to the date on which the claim arose, or two thousand five hundred pounds sterling (£2500), whichever is the lower, or (ii) in all other cases to the sum of fifty pounds sterling (£50). For the avoidance of doubt, these limitations apply to any liability or omissions on the part of our employees, officers, agents, licensors and sub-contractors.
- You agree to defend, indemnify and hold us and our affiliates, agents, suppliers and licensors harmless from and against any claims and expenses, including reasonable legal fees, related to any breach of these Terms.
- Term, Suspension and Termination
- Either party may terminate Free Subscription at any time upon written notice. RFP Subscription may be terminated at the end of the then current month, provided we are given prior written notice of not less than three (3) working days. Where you elect to terminate RFP Subscription only, you shall remain entitled to Free Subscription, subject to these Terms.
- Without prejudice to any other right, power or remedy available to us and without liability, we reserve the right to limit or suspend the Platform:
- if we consider it reasonably necessary to protect your or our interests, or the interests of any third party (including our licensors) and/or to protect the security or operation of our platforms or network or those of our clients or suppliers;
- if you breach any of the terms of these Terms or if we reasonably believe you have so breached or are about to breach;
- if you breach any relevant third party terms, including any software licence, or if we reasonably believe you have so breached or are about to breach; or
- if required to do so by law or further to a request from any regulatory or governmental authority.
- Without prejudice to any other rights or remedies, either you or we may terminate these Terms without liability if:
- the other commits a material breach of any of the terms of these Terms which is not remediable or which (if remediable) fails to be remedied within 30 days of that party being notified in writing of the breach; or
- the other ceases, or threatens to cease, to trade or an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party or an administrator, liquidator or equivalent is appointed over the assets or business of the other party or anything equivalent or analogous occurs in any jurisdiction.
- On expiry or termination of these Terms for any reason:
- all licences and other permissions granted under these Terms shall immediately terminate;
- you shall cease to be entitled to use the Platform;
- you will pay us all sums owing up to the point of termination;
- each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
- all content and data will be deleted (including all data, code, configuration and backups), save with respect to copies we need to retain for regulatory or compliance purposes, where applicable, or which has been used or incorporated into any content, reports, blogs or other publications.
- Where these Terms are terminated (i) by you on notice under clause 12.1, or (ii) owing to your breach, you shall not be entitled to any refund in respect of Fees paid for any period after termination.
- Force majeure
Neither party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 2 months, either party may terminate these Terms by written notice to the other.
- You may not assign, delegate, subcontract, license, mortgage, charge or otherwise transfer any or all of your rights and obligations under these Terms without our prior written agreement.
- We may at any time without your consent assign, novate, delegate, subcontract, mortgage, charge or otherwise transfer any or all of our rights and obligations under these Terms in relation to any reorganisation or amalgamation of our business or any acquisition, sale or other transaction affecting our business.
- Entire agreement
These Terms contains the whole agreement between you and us in relation to its subject matter and supersedes and replaces any prior written or oral agreements, representations or understandings between us relating to the matters set out herein. We each confirm that we have not entered into these Terms on the basis of any representation that is not expressly incorporated into these Terms.
No failure or delay by either party in exercising any right, power or privilege under these Terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same of the exercise of any other right, power or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.
- Agency, partnership etc
These Terms shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between you and us other than the contractual relationship expressly provided for in these Terms. Neither of us shall have, nor represent that it has, any authority to make any commitments on the other’s behalf.
- Further assurance
We each agree, at the request and expense of the other, that we shall execute and do any deeds and other things reasonably necessary to carry out the provisions of these Terms or to make it easier to enforce.
If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.
In these Terms unless the context otherwise requires:
- words importing any gender include every gender;
- words importing the singular number include the plural number and vice versa;
- words importing persons include firms, companies and corporations and visa versa;
- any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
- the headings to the clauses and paragraphs of these Terms are not to affect the interpretation;
- the word ‘including’ shall be understood as meaning ‘including without limitation’.
- Any notice to be given under these Terms shall be in writing and shall be sent either by courier or by e-mail, to the address (postal or email) of the relevant party.
- All other notices in relation to these Terms from you to us should be sent to via email to firstname.lastname@example.org or via courier to our registered address as held at Companies House.
- Notices relating to these Terms may be sent to you by email or courier to the contact address provided by you. Any notice delivered by email will be deemed to have been delivered on receipt of an acknowledgement.
- Law and jurisdiction
These Terms (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms or its formation) shall be governed by and construed in accordance with English law. The Parties agree that the English Courts shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with these Terms and irrevocably submit to the jurisdiction of such court.
- Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Terms is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.